143 N.Y. 374 | NY | 1894
The instruments sued upon were in the form of promissory notes of the Electric Power Company and were signed by "Frederic B. Esler President" and "F.A. Lee Treasurer." The defendant was the payee and they came into the hands of the plaintiffs' testatrix, for value. Upon the corner of each paper were impressed the words "The Electric Power Company. Incorporated. Seal. 1889," and it is argued that the presence of this seal deprived it of its negotiable character. We agree with the learned justices below that, in the absence of any recital that the seal of the corporation was affixed and of any evidence to show the fact of sealing, or that the corporate seal was impressed, or that it was, in fact, the corporate seal which thus appeared, these notes could not be regarded as sealed instruments. The absence of these elements precludes the presumption that they were uttered by the company as its sealed obligations. Assuming that the presence of the corporate seal upon such an instrument, or note, could affect its negotiability; — a proposition as to which we entertain grave doubts, but which we do not feel called upon now to determine — we think that its mere presence, unaccompanied by a single fact evidencing that the company's officers intended to, or did, affix it, was quite insufficient to have any effect upon its apparent character. These instruments have the appearance of having been made as the company's negotiable promissory notes, and we are not disposed to hold that the unexplained presence of a corporate seal upon them has made them anything else. We are unaware of any authority, and none has been brought to our attention, requiring us to hold otherwise. Whatever is claimed for the presumption which attaches ordinarily to seals of corporations, when appearing to be affixed to deeds or other instruments, in such a case as this it would be unreasonable to hold that any presumption existed.
The judgment appealed from should be affirmed, with costs.
All concur.
Judgment affirmed. *377