53 Ga. App. 316 | Ga. Ct. App. | 1936
The First National Bank of Atlanta brought suit against The Black Walnuts, a corporation, and Oscar Dooly, on a promissory note executed as follows: “Given under the hand and seal of each party. The Black Walnuts [Seal], Oscar E. Dooly, Pt. [Seal].” The note was indorsed on the back as follows: “Oscar E. Dooly.” In the petition it is alleged that the note was signed “The Black Walnuts [Seal] by Oscar E. Dooly,
Where the signature of a corporation is attached to a note along with its corporate seal, and the name of its president is immediately under that of the corporation, and the president indorses the note individually, such signature imports that of the corporation by its president although the word “by” is omitted. Spiller-Beall Company v. Hirsch, 18 Ga. App. 450 (89 S. E. 587). The note so identified was properly admitted in evidence. “When the plaintiff showed that the note was executed as alleged in the petition and as appears from the note, and showed that the person signing the name of the defendant by him as its president was the president of the defendant at the time the note was signed, in active charge of the management of its affairs, this authorized it to be admitted in evidence.” Farmers &c. Bank v. Stovall Investment Co., 50 Ga. App. 277, 280 (177 S. E. 882). It is true that the president of a corporation has no binding, general authority by
Complaint is made that the court refused a request to charge the jury as follows: “On the question of ratification I charge you that an instrument executed as a sealed instrument can not be ratified except by a written instrument of ratification and under seal, and ratification can not be by words or conduct.” In support of this request Nailor v. Bank of Menlo, 34 Ga. App. 347 (129 S. E. 301), is cited. In that case a husband signed a note under seal, signing his wife’s name by him as agent. The court said: “Assuming that the evidence tended to show that the defendant might have been held liable upon such other notes [the note sued being given in renewal of other notes], there being no evidence that her husband had been authorized by her under seal to bind her to a sealed instrument, and none to the effect that she had ever ratified the execution of the sealed note sued upon by a writing itself under seal, and nothing appearing by which she could be estopped, the judgment in plaintiff’s favor . . was unauthorized.” This ruling is not applicable as to the acts of a corporation acting through its regular officers. The Code of 1933, § 22-712, provides: “Every corporation acts through its officers, and is responsible for the acts of such officers in the sphere
Judgment affirmed.