Caphart v. Dodd

66 Ky. 584, 3 Bush 584, 1868 Ky. LEXIS 33

• Court: Court of Appeals of Kentucky
• Decided: June 23, 1868
• Status: Published

Opinion

CHIEF JUSTICE PETERS

delivered the opinion oe the court:

This action was brought by appellant against appellees to make them personally responsible for the debt on the following writing:

“ Twelve months after date, the president, by the order of the board of the Hustonsville and Bradfordsville turnpike road company, promise to pay Mahaly Caphart three hundred and fifty dollars, with six per cent, intres from date, this 30th November, 1865.

“ E. J. Dodd, Pres.,

“Jas. J. Drye,

“Wm. R. McCain,

“ Wm. Spraggins,

“ M. P. Drye,

“James Yowell.”

To her petition a demurrer was sustained, and she seeks a reversal of the judgment.

The only question for determination is, whether the corporation named in the writing is bound, or whether those who signed it are personally liable.

This writing is different from the one sued on in the case of Yowell vs. Dodd, &c.; there the president and directors of the corporation promised to pay the debt; here the president, by the order of the board of directors of said corporation, promises, with the others who sign the instrument. The board of directors, as such, do not promise, and the recitals in the writing imply that it, the board, had funds in the hands of the president to pay said debt; and said writing is rather an acceptance of the order of the board to pay the amount.

If the writing had read “ /,” by the order of the board of the Hustonsville and Bradfordsville turnpike road company, promise to pay, &c., and had been signed by E. J. Dodd, Pres., with the other persons who signed it, unquestionably it would have been the obligation of all of of them, notwithstanding the grammatical’inaccuracy in using the singular for the plural pronoun.

E. J. Dodd is the person to whom the order of the board to pay the money is addressed, because he identifies himself as the president by his signature to the writing; and it means precisely the same thing as if it had read “ /” promise,- &c., and had been signed by himself and the others. ' There is nothing in the writing to show that the other persons who signed the writing were directors of the corporation mentioned.

Our conclusion, therefore, is, that, according to the terms of said writing, the parties intended to imposeva personal liability on themselves for the debt, and not to bind the corporation.

Wherefore, the judgment is reversed, and the cause is remanded to overrule the demurrer and for further proceedings consistent herewith.