First National Bank v. C. & S. Concrete Structures, Inc.

196 S.E.2d 473, 128 Ga. App. 330, 12 U.C.C. Rep. Serv. (West) 913, 1973 Ga. App. LEXIS 1474

• Court: Court of Appeals of Georgia
• Decided: January 5, 1973
• Docket: 47370
• Status: Published

Opinions

Quillian, Judge.

The plaintiff in this case, the First National Bank of Atlanta, appeals to this court from a judgment on the pleadings which decreed that the defendants, Vernon Crutcher and G. E. Strickland, were not personally liable on a promissory note. The order provided that the defendants be discharged from the suit. The promissory note in question was payable to the plaintiff and signed C. & S. Concrete Structures, Inc. by Vernon Crutcher, President, and G. E. Strickland, Secretary and Treasurer. On back of the note was found under the portion entitled name "C. &. S. Concrete Structures, Inc.,” and then followed under appropriate columns information with regard to the loan, such as interest, due date and amount; then under this information were the signatures "Vernon Crutcher, President,” and "G. E. Strickland, Secretary and Treasurer.” Both titles were typed in.

The plaintiff contends that there is a lack of continuity between the corporate name and the signatures so as to authorize the introduction of parol evidence to explain the ambiguity as to whether the individuals in question signed in an individual or representative capacity. It is also urged that the fact the note was signed by the corporation served to indicate that the endorsements on the back were in an individual capacity. Held:

Code Ann. § 109A-3 — 403 (3) (Ga. L. 1962,-pp. 156, 257 ) provides: "Except as otherwise established the name of an organization preceded or followed by the name and office of an authorized individual is a signature made in a representative capacity.” The Official Comment of the Uniform Commercial Code § 3-403, Comment 3, points out "The unambiguous way to make the representation clear is to sign ['Peter Pringle by Arthur Adams, Agent’]. Any other definite indication is sufficient, as where the instrument reads 'Peter Pringle promises to pay’ and it is signed 'Arthur Adams, Agent.’ Adams is not bound if he is authorized.” In Phoenix Air Conditioning Co. v. Pound, 123 Ga. App. 523 (181 SE2d 719), this court considered a note which contained the language: " 'This note constitutes payment in full of all sums due by Summit Productions, Inc. to Phoenix Air Conditioning Co., Inc.’ The note is signed as follows: 'by E. C. Pound, Jr. President (Seal) A. R. Kivette, Secy. (Seal).’ ” Pound and Kivette were corporate officers of Summit Productions, Inc. It was there held that there was no ambiguity in the instrument which would admit parol evidence to alter the obligation; "The note represents the corporate obligation of Summit Production Inc., and not a personal obligation of Pound or Kivette.” Phoenix Air Conditioning Co. v. Pound, 123 Ga. App. 523, 524, supra. In this case, the name of the organization was followed by the name and office of the individuals in question. Hence, the signature was made in a representative capacity.

Argued September 8, 1972 Decided January 5, 1973 Rehearing denied March 1, 1973 Hansell, Post, Brandon & Dorsey, Terrence Lee Croft, Julian B. McDonnell, for appellant. Thomas H. Antonion, Harvey & Willard, Wendell K. Willard, for appellees.

The trial judge did not err in granting a judgment on the pleadings in favor of the defendants.

Judgment affirmed.

Bell, C. J., Hall, P. J., Deen, Clark and Stolz, JJ., concur. Eberhart, P. J., Pannell and Evans, JJ., dissent.