National City Bank v. Gorham Engineering Co.
National City Bank v. Gorham Engineering Co.
Opinion of the Court
This action was brought to recover upon a promissory note. The Gorham Engineering Company defended upon the ground that it was not liable as an indorser upon the note. Upon a trial of the case, the court entered a judgment in favor of the plaintiff, against the defendant Gorham Engineering Company. That company has appealed.
The facts are substantially as follows; In July, 1913, William J. Gorham was the owner of the stock of a corporation known as the Gorham Engineering Company, of which he was the president. The principal place of business
“I, hereby authorize, Thos. Randles, whose signature appears on this letter, to indorse the name of the Gorham Engineering Company on notes, checks and drafts payable to said company and to receive the money thereof.”
“17346 11/27/14
“$3100.00 Seattle, Wash. May 27th — 1914
“Six months after date, without grace we promise to pay to the order of Thomas Randles thirty-one hundred ($3,100) dollars in gold coin of the United States of America, of the present standard value, with interest thereon, in like gold coin, at the'rate of 8 per cent per annum from date until paid, for value received, interest to be paid at maturity and if not so paid, the whole sum of both principal and interest to become immediately due and collectible, at the option of the holder of this note. And in case suit or action is instituted to collect this note, or any portion thereof we promise and agree to pay in addition to the costs and disbursements provided by statute, three hundred dollars ($300) in like gold coin for attorney’s fees in said suit or action.
“J. C. Brown W. N. Kerr
“Due November 27th — 1914
“At Seattle, Washington.”
This note was indorsed on the back as follows:
“Gorham Engineering Company
“By Thos. Randles
“For value received, I hereby sell, assign transfer and set over unto The National City Bank, all my right and interest in and to the within note together with the interest accrued and to accrue thereon. Thos. Randles.”
The controlling question upon this appeal is whether Thomas Randles was authorized to indorse this note in the name of the Gorham Engineering Company, so as to make that company liable. We think it is plain that he was not so authorized. The authority of Mr. Randles was reduced to writing. It authorized Mr. Randles “to indorse the name of the Gorham Engineering Company on notes payable to said company and to receive the money thereof.” This note was not payable to said company. Upon its face, it was payable to Mr. Randles personally. The authority here granted was plain and specific. It was not a general authority to indorse notes, but was a limited authority to indorse notes payable to the Gorham Engineering Company only, and the authority of Mr. Randles to indorse other notes cannot be inferred from that authority.
It is argued by the respondent that the power of Mr. Randles should be construed in the light of all the surrounding circumstances, in order to give effect to the evident intention of the principal. It is not claimed, as we understand the record, that there was any other transaction like this. It is true that a number of notes were negotiated at the bank by Mr. Randles, but those notes were all payable to the Gorham Engineering Company, and, under the express written authority given by Mr. Gorham to Mr. Randles, he was authorized to indorse such notes and receive the proceeds thereof. The evidence shows clearly that there was no authority given outside of the written authority. There was no course of dealing between the parties that would authorize the bank to accept an indorsement of Mr. Randles upon a note payable to himself, or to any other person than the Gorham Engineering Company. So far as the record shows, this was the only transaction of the kind. We think it too
Argument is made to the effect that the Gorham Engineering Company placed Mr. Randles in a position as agent, and that where one of two innocent parties must suffer, that one must bear the burden who placed the agent in position to do the wrong; but that rule has no application to this case, because here the bank was fully advised of Mr. Randles’ authority. The letter of authority above quoted was dictated in the presence of the president of the bank, at his suggestion. It contains the whole authority of Mr. Randles, which is simple, direct, and explicit. The bank was not led to believe that Mr. Randles had other authority than that expressly stated in the letter. In short, when the bank took this note, with the indorsement of Mr. Randles upon it, it was fully informed of his authority, and cannot be said to be an innocent purchaser under such circumstances.
The judgment of the trial court must therefore be reversed, and the case dismissed as to the Gorham Engineering Company.
Ellis, C. J., Main, Chadwick, and Morris, JJ., concur.
Case-law data current through December 31, 2025. Source: CourtListener bulk data.