Slawson v. Loring
Slawson v. Loring
Opinion of the Court
The plaintiff shows a good title to the drafts. It is true that the payee, by his indorsement and delivery of them to his wife, vested the property in her; but they were choses in action, the possession and control of which he might at any time during coverture resume. This he did by procuring her indorsement .thereon, taking them into his own hands again, and passing them over to the plaintiff. Her indorsement, having been made by his authority and assent, was sufficient to vest the title in her indorsee. Stevens v. Beals, 10 Cush. 291. Allen v. Wilkins, 3 Allen, 321.
The only other question arising on the agreed statement of facts is, whether the defendant is liable as acceptor of the drafts. This depends exclusively on the fair result of the inspection of the drafts themselves — that is, whether on the instruments as they appear, it can be reasonably inferred that the acceptor disclosed his principal, and that the intent was to bind the principal and not himself. Being negotiable paper, all evidence dehors the drafts is to be excluded. It is wholly immaterial, therefore, that the defendant was in fact the agent of the company named on the face on the drafts, that the plaintiff knew that he was so, and that the defendant had no personal interest in the company. Fuller v. Hooper, 3 Gray, 334, 341. Bank of British North America v. Hooper, 5 Gray, 567. Draper v. Massachusetts Steam Heating Co. ante, 338. The rule excluding all parol evidence to charge any person as principal, not disclosed on the face of a note or draft, rests on the principle that each person who takes negotiable paper makes a contract with the parties on the face of the instrument, and with no other person.
Taking the signature of the defendant as acceptor, written across the face of the drafts, by itself, without reference to other parts of the instruments, it is clear that it would bind him personally. It discloses no principal, nor is it in a form which would exclude the personal liability of the acceptor. It is
We are then to look at other parts of the instruments to see whether there is anything to indicate that the acceptor signed as agent fór a principal who by reasonable intendment can be held to have been disclosed to the purchaser of the drafts. The first and most obvious conclusion which is to be drawn from the form of the bills is, that the drawer signs his name as agent of the company named therein, and that they are intended as drafts, not of the agent personally on his own funds in the hands of the drawee, but as those of the principals acting through their agent on funds belonging to the company. This appears clearly from the fact that the bills bear date at the office of the company in Hancock, Michigan, and direct the drawee to charge the amount of them “to the account of this company,” the .drawer signing his name after these words. No one can doubt that on bills thus drawn the agent fully discloses his principal, and that the drawer could not be personally chargeable thereon. So far as the liability of the drawer is concerned, the case is not unlike that of Fuller v. Hooper, already cited. This construction of the instruments declared on is not without its bearing on the liability of the drawee. It gives full effect to the forms of the bills, to the fact that they are drawn on blank printed forms manifestly prepared for the use of the company, and that they are dated at the office of the company in the place where their business is chiefly carried on. These circumstances have reference to the capacity in which the bills were signed by the drawer. It is his language which they speak, and
But there is another and broader view of the contract into which the parties entered, which is strongly indicative of an intent by the defendant to be bound by his acceptance. The instruments declared on purport to be bills of exchange, having a drawer and acceptor. By putting their contract in such form, the intention of the parties must have been to issue paper which should be received by those who took it in the usual course of business, according to the legal and ordinary effect which such form imports, as giving to the holder the security of the names
Reference
- Full Case Name
- John Slawson v. Elisha T. Loring
- Status
- Published