First National Bank v. J. H. Snyder Manufacturing Co.

1 S.W.2d 817, 175 Ark. 1134, 1928 Ark. LEXIS 34

• Court: Supreme Court of Arkansas
• Decided: January 23, 1928
• Status: Published

Opinion

Hart, C. J.,

(after stating the facts). The sole ground relied upon for a reversal of the judgment is that the circuit court erred in admitting parol evidence to show that W. II. Snyder signed the note -as an attesting officer of the J. H. Snyder Manufacturing Company, a corporation of which he was president, and that there was an understanding between him and the ‘bank that the corporation alone was to be liable on the note. In admitting this testimony the court evidently relied upon a decision of this court to the effect that, where the name of the corporation itself is signed and followed by the names of officers giving their official titles, indicating that they are signing in their official capacity for the purpose of attesting the signature of the corporation, the instrument constitutes the obligation of the corporation alone. Bank of Corning v. Nimnich, 122 Ark. 316, 182 S. W. 756, Ann. Cas. 1917D 566.

In that case the first signature to the note was “Farmers’ Union Gin & W. H. Co., per Henry Brown, Sec. and Treas.” There was no ambiguity in that signature. The fact that Henry Brown signed as secretary and treasurer under the name of his principal, prefixing “per” before his name, indicates that his principal was a corporation and that he was attesting its name as the signer of the note as secretary and treasurer of the corporation. Hence the court held that there was no ambiguity as to' the other signers of the note, although they added the word “director” to their signatures. The court said that the word “director” was merely descriptive of the person who signed.

This court has often decided that parol evidence cannot he admitted to vary the terms of a written contract or to show a contrary intention than that disclosed by the instrument, unless there is an ambiguity. This rule had been applied in the case of promissory notes. Lawrence County Bank v. Arndt, 69 Ark. 406, 65 S. W. 1052. In that case the only evidence on the face of the promissory note that the persons signing it did not intend to bind themselves personally was the affixing to their signatures of some designation of agency, as by signing themselves, respectively, as president, vice president, secretary and treasurer, without stating for whom or for what company they were acting. Under these circumstances they were liable personally, and could not, as a defense, show by parol evidence that they intended to bind a certain corporation for which they were acting.

We think the holding in that case is conclusive here.

In the case at bar the language in the body of the note is “I, we, or either of us promise to pay to the order of the First National Bank,” etc. The language thus used in the body of the note indicates that more than one person would sign it. The signatures are “J. H. Snyder Mfg. Co., W. H. Snyder.” The signatures do not indicate whether J. H. Snyder Mfg. Co. was a trade name, partnership, or corporation. There is no designation by W. H. Snyder that he signed as an officer or agent by any word.

We are of the opinion that there was no ambiguity in the note, and that the circuit court erred in admitting parol evidence to show that W. H. Snyder signed the note as attesting officer of J. H. Snyder Manufacturing Company, a corporation, of which he was president, and that there was an understanding between him and the bank that the corporation alone was to be liable on the note. For this error the judgment must be reversed, and the cause will be remanded for a new trial.