Agricultural National Bank v. Brennan

3 N.E.2d 769, 295 Mass. 325, 1936 Mass. LEXIS 1122
CourtMassachusetts Supreme Judicial Court
DecidedSeptember 9, 1936
StatusPublished
Cited by15 cases

This text of 3 N.E.2d 769 (Agricultural National Bank v. Brennan) is published on Counsel Stack Legal Research, covering Massachusetts Supreme Judicial Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Agricultural National Bank v. Brennan, 3 N.E.2d 769, 295 Mass. 325, 1936 Mass. LEXIS 1122 (Mass. 1936).

Opinion

Rugg, C.J.

This is an appeal from the decree of a probate court allowing the first account of The Agricultural National Bank of Pittsfield as executor of the will of Giuseppe Faccioli. They are hereafter called respectively the accountant and the testator. The only question argued by the appellant is whether there was error in the allowance of a payment made by the accountant to itself of $2,783.79 on a note on which the accountant asserted the right to hold [326]*326the testator’s estate liable to it under a written instrument of guaranty.

The trial judge filed a report of material facts (G. L. [Ter. Ed] c. 215, § 11) in substance as follows: The instrument of guaranty was dated September 21, 1931, was addressed to the accountant, was signed and sealed by the testator and was in its body of the tenor following: “For value received, waiving notice and demand, I guarantee the payment of note or notes of A. B. Hendricks, Jr., amounting to Sixty Six Hundred Ninety Nine ($6699.00) dollars, secured by the following collateral •—

$250.00 G. E. Emp. Sec. Corp. Bonds
34 sh Electric Bond & Share Common
140 “ General Electric Company Common
15 “ General Electric Company Special
6 “ American Tel. & Tel. Company

It is understood that a similar guarantee is given by Mr. Chesney for notes of Mr. Hendricks of equal amount and secured by collateral equal in amount and kind.” On the same day one C. C. Chesney signed, sealed and delivered to the accountant an instrument of similar tenor, except that one item of collateral stated to be security for the Hendricks “note or notes” was less by one share of stock than in the instrument signed by the testator. Nothing turns on this difference. On that day the total collateral held by the accountant as security for the Hendricks notes consisted of the aggregate of the amounts of collateral mentioned in both instruments of guaranty. On that date the indebtedness of A. B. Hendricks, Jr., to the accountant amounted to $13,398.83, shown by two notes, one for $7,814.50 maturing September 22, 1931, and another for $5,584.33 maturing October 27, 1931. These notes were renewed from time to time. The testator died on January 13, 1934. About a month before that date the two notes were incorporated into one for $12,895, which fell due on February 1, 1934. That note was renewed from time to time in that amount until December 1, 1934. On December 31, 1934, two notes were taken, each in the sum of [327]*327$6,447.50. Subsequently the accountant sold certain collateral of Hendricks held by it, applied the proceeds to the payment of his indebtedness to it on the notes, and charged the estate of the testator with the deficit. The General Electric bonds mentioned in the instrument of guaranty as collateral were called on May 9, 1934. The accountant as executor took a note from Hendricks to cover the amount of this deficit. The guaranty signed by the testator was intended as a continuing guaranty and the accountant, in waiting so long as it did after the death of the testator before selling the securities, acted within a reasonable time and there is no evidence that the delay occasioned any loss to the estate. The accountant held no note or notes of Hendricks on September 21, 1931, or at any other time amounting to $6,699. The taking of renewal notes by the accountant, so far as it was a question of fact, did not operate as a payment of the obligation of Hendricks as it existed on September 21, 1931. As each renewal note was given by Hendricks, the old note was surrendered to him and at the time of the testator’s death the only note held by the bank was. the one maturing February 1, 1934.

The collateral thus sold by the accountant and the amounts received therefor are set forth in the findings, but as no argument has been directed to this point by the appellant it is not necessary to recite those findings or to deal with them. Apparently the entire remaining collateral attributable to the Hendricks indebtedness secured by the instrument of guaranty signed by the testator has been sold and credited. The contrary has not been argued.

The evidence has been reported in full. The findings of material facts made by the trial judge are set forth in the record. There is little if any conflict in the testimony. In these circumstances the findings will not be reversed unless plainly wrong or based on some error of law. Bowles v. Comstock, 286 Mass. 159, 167. Fenton v. Malfas, 286 Mass. 339, 341. Ashley v. Collins, 292 Mass. 67, 70. The liability of a guarantor is to be ascertained from the terms of the written instrument by which the obligation is expressed, construed according to the usual rules of interpretation in [328]*328the light of the subject matter, the well understood usages of business, the relations of the parties to each other and to the transaction, and all other material circumstances. Zeo v. Loomis, 246 Mass. 366, 368. L. Littlejohn & Co. Inc. v. Handy, 246 Mass. 370, 374. Merrimac Chemical Co. v. Moore, 279 Mass. 147. Where the language of the instrument is not clear beyond peradventure, an interpretation will commonly be adopted which will effectuate a reasonable and enforceable purpose to accomplish a practical and straightforward end. Clark v. State Street Trust Co. 270 Mass. 140, 152-153. Talbot v. Rednalloh Co. 283 Mass. 225, 230. Kennedy Bros. Inc. v. Bird, 287 Mass. 477, 483.

The material conditions attendant upon the execution of the guaranty as disclosed by the testimony were that the testator, Chesney and Hendricks were intimate friends; Hendricks owed to the accountant the two notes already described; the collateral securing them had fallen in value below banking requirements; the indebtedness was of long standing; payment was being pressed by the holder of the notes unless additional collateral was deposited; Chesney and the testator met and had conversation touching the situation and the guaranty was signed by each; one of the notes was falling due the next day and the other about five weeks later; as matter of common knowledge a financial depression was in existence. The conversation between the testator and Chesney touching the giving of the guaranties was excluded by the trial judge, but the fact that there was such conversation was competent. See Sampson v. Sampson, 223 Mass. 451. In fact, the amount mentioned in each instrument of guaranty was stated with exactness and was in substance one half of the total indebtedness of Hendricks to the accountant on the notes, and the collateral therein mentioned was in substance one half of each kind of security deposited as collateral for both notes. The notes guaranteed are not specified in detail in the writing. They are described as “note or notes.” These words are generic rather than limited in scope. In these circumstances it is of no consequence that there were not in existence at that time or later notes or note of Hendricks of the precise amount mentioned [329]*329in the instrument of guaranty. It was an indebtedness of the specified amount manifested by a note or notes and not any particular note or notes which was guaranteed. Otherwise the instrument of guaranty would be meaningless or of no enforceable value, a result not permissible if any other appears practicable and reasonable. Talbot v. Rednalloh Co. 283 Mass.

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Bluebook (online)
3 N.E.2d 769, 295 Mass. 325, 1936 Mass. LEXIS 1122, Counsel Stack Legal Research, https://law.counselstack.com/opinion/agricultural-national-bank-v-brennan-mass-1936.