Gant Oil Co. v. Ace Oil Co.

884 S.W.2d 131, 25 U.C.C. Rep. Serv. 2d (West) 442, 1994 Tenn. App. LEXIS 286
CourtCourt of Appeals of Tennessee
DecidedMay 25, 1994
StatusPublished

This text of 884 S.W.2d 131 (Gant Oil Co. v. Ace Oil Co.) is published on Counsel Stack Legal Research, covering Court of Appeals of Tennessee primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Gant Oil Co. v. Ace Oil Co., 884 S.W.2d 131, 25 U.C.C. Rep. Serv. 2d (West) 442, 1994 Tenn. App. LEXIS 286 (Tenn. Ct. App. 1994).

Opinion

OPINION

CANTRELL, Judge.

The court below found that defendant Shirley Crabtree, the secretary-treasurer of the defendant corporation, could not be held personally hable on two corporate checks that she signed, even though her signature on the checks did not specifically indicate that she was signing in her representative capacity. We agree with the trial court that there was no expectation by the parties that Mrs. Crabtree was personahy assuming liability on the checks when she signed them. We, therefore, affirm.

I.

Plaintiff/appellant Gant Oil Company is a family-owned corporation that primarily deals in petroleum products. Its principal offices are located in Warren County, Tennessee. Katherine Gant is the president of Gant Oil Company. Her son, Harrison Gant is the vice-president. Defendant/appellee Ace Oil Company also deals in petroleum products. Its principal offices are located in Chattanooga, Tennessee. The two companies have done business since the 1970s, and have both bought from and sold to each other. Mike Crabtree is the president of Ace Oil. His mother, appellee Shirley Crab-tree, is the secretary-treasurer.

In the transactions that led to the present appeal, Gant Oil Company consigned diesel fuel to a non-party facility in Chattanooga for resale to retail dealers. Ace Oil Company purchased some of this fuel in a series of transactions. After receiving copies of the [132]*132bills of lading, Gant sent invoices to Ace for payment.

Mrs. Crabtree sent Gant Oil a check for $15,986.05 drawn on Ace’s account. A few days later, she sent Gant an identical check except in the amount of $9,414.01. When these checks were presented to the drawee bank, they were dishonored for lack of sufficient funds.

The account information printed in the upper left hand comer of the dishonored checks contained the words “ACE OIL COMPANY” in large capitals, and beneath it, in smaller capitals, “A DIVISION OF ACE ENTERPRISES, INC.” Shirley Crabtree’s signature on the instrument was not preceded or followed by any notation to indicate her corporate title or her agency.

The account was later closed. Plaintiff brought suit against Ace Oil for failure to pay for its purchases, and against Shirley Crabtree personally, because she had signed her individual name to the checks without indicating that she was acting in a representative capacity. Judgment was not pursued against Ace Oil Company, as its parent company, Ace Enterprises Inc. was forced into involuntary bankruptcy.

After a trial on the merits of the claim against Shirley Crabtree, the trial court found that there had been no expectation by any party that Mrs. Crabtree would be held personally liable for the amount of the checks, and the plaintiffs claim was dismissed with prejudice. This appeal followed.

II.

Tennessee’s law on Commercial Paper is found in the Tennessee Code Annotated, § 47-3-101 et seq. The statute that deals with the liability arising from the signature of an authorized representative is Tenn Code Ann. § 47-3 — 103(2), and is printed below. An authorized representative who signs his own name to an instrument:

(a) is personally obligated if the instrument neither names the person represented nor shows that the representative signed in a representative capacity;
(b) except as otherwise established between the immediate parties, is personally obligated if the instrument names the person represented but does not show that the representative signed in a representative capacity, or if the instrument does not name the person represented but does show that the representative signed in a representative capacity.

Though appellant argues otherwise, section (a) clearly does not apply in this case. The checks in question are printed with the name “Ace Enterprises Inc.” in the place where the owner of an account is usually designated. Thus, the person represented is named.

Appellant’s remaining argument is that if we hold that the instrument names Ace Enterprises Inc. as the person represented (which we do) then he is still entitled to prevail because Mrs. Crabtree’s signature does not show that she signed in a representative capacity. We respectfully disagree with this conclusion.

First, we must note that section (b) refers to the instrument as showing the capacity in which the representative signed, rather than to the form of the signature as the sole source of that information. Thus in determining liability, we must look to the instrument as a whole.

In this case, the relevant instruments are corporate checks. Though the Tennessee courts have apparently not ruled on this question, courts in other states have generally recognized that the signature of a corporate officer on a check drawn on a corporate account indicates that the obligation on the check will be borne by the corporation, rather than by the officer in his individual capacity. See Pollin v. Mindy Mfg. Co.1, 211 Pa.Super. 87, 236 A.2d 542 (1967), St. Croix Engineering Corp. v. McLay, 304 N.W.2d 912 (Minn.1981). We believe that this must be at least a permissible inference where an examination of the instrument as a whole [133]*133shows the cheek was signed in a representative capacity.

Also, the phrase “except as otherwise established between the immediate parties ...” found at the beginning of Tenn Code Ann. § 47-3-403(2)(b), indicates that the law contemplates a different treatment of a dispute between the immediate parties on a note or draft than of one between the maker or drawer and a subsequent holder.

Specifically, if the signature on the note or draft creates an ambiguity, then between the immediate parties, parol evidence is admissible to establish the expectations of the parties in regard to the signer’s agency. Such evidence is not admissible between the maker or drawer and a subsequent holder. See FDIC v. Tennessee Wildcat Services Inc., 839 F.2d 251 (6th Cir.1988); Acme Metals Inc., v. Weddington, 575 S.W.2d 15 (Tenn.Ct.App.1978).

III.

In the case before us, Harrison Gant asserts that he was not aware that he was dealing with a corporation, but believed that Ace Oil Company was simply a family business, and that the Crabtree family, with whom he had dealt for many years, would continue to honor their obligations to him.

Mr. Gant points to some of the exhibits in this case in support of this assertion: Invoices sent to Gant Oil Company and Bills of Lading which bear the name “Ace Oil Company” rather than “Ace Enterprises Inc.,” and which therefore do not disclose Ace’s incorporated status. He also testified that when he visited Ace’s offices, the sign on the building identified its occupant as Ace Oil Company, not Ace Enterprises Inc.

We must note here that other exhibits in the case, namely invoices that Gant Oil Company sent out, similarly do not disclose the incorporated status of the company owned and operated by members of the Gant family.

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Related

St. Croix Engineering Corp. v. McLay
304 N.W.2d 912 (Supreme Court of Minnesota, 1981)
Acme Metals, Inc. v. Weddington
575 S.W.2d 15 (Court of Appeals of Tennessee, 1978)
Pollin v. Mindy Mfg. Co.
236 A.2d 542 (Superior Court of Pennsylvania, 1967)

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Bluebook (online)
884 S.W.2d 131, 25 U.C.C. Rep. Serv. 2d (West) 442, 1994 Tenn. App. LEXIS 286, Counsel Stack Legal Research, https://law.counselstack.com/opinion/gant-oil-co-v-ace-oil-co-tennctapp-1994.