General Sheet Metal Works, Inc. v. First & Merchants National Bank

179 S.E.2d 644, 211 Va. 555, 1971 Va. LEXIS 214

• Court: Supreme Court of Virginia
• Decided: March 8, 1971
• Docket: Record No. 7264
• Status: Published

Opinion

Per Curiam.

General Sheet Metal Works, Incorporated filed its claim against the estate of Benjamin Jacobs Parmele, deceased, for $3,348.59 alleged to be payable for work done on a rock-crushing machine. The Commissioner of Accounts disallowed the claim and the lower court sustained his ruling. From this final decree we granted General Sheet Metal an appeal.

Parmele, president of Cyclo-Dynamics Corporation, had been interested in developing a rock-crushing machine. General Sheet Metal was employed to build and install some experimental equipment on the machine. Upon completion of its work General Sheet Metal submitted two invoices to Cyclo-Dynamics, one for $2,190.75 and the other for $1,157.94, making a total sum due of $3,348.69 (rather than the $3,348.59 later claimed). Subsequently W. L. Cobb, president of General Sheet Metal, called Parmele to inquire about arrangements for payment. Parmele offered to execute his personal note for the total amount of the invoices but Cobb declined the offer.

About a month later Cobb, needing money, called again. Parmele was not there so he talked to A. O. Rouse, Jr., secretary-treasurer of Cyclo-Dynamics. Pursuant to this conversation Cobb had a note prepared and mailed to Rouse for signature by Parmele for CycloDynamics as maker and by Parmele individually as endorser thereon. This arrangement was corroborated by Rouse. Parmele died before he could execute the note on behalf of Cyclo-Dynamics and personally endorse it.

We are of opinion that any liability on the part of Parmele’s estate must arise from his alleged promise to be responsible for the debt of Cyclo-Dynamics which, under the Statute of Frauds (Code § 11-2 (4)¹), was required to be in writing and signed by Parmele. Finding no such signed writing we affirm the decree of the lower court.

Affirmed.

1 Va. Code § 11-2(4) (1950), as amended, provides as follows:

“§ 11-2. When written evidence required to maintain action— No action shall be brought in any of the following cases:

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“(4) To charge any person upon a promise to answer for the debt, default, or misdoings of another; . . .

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“Unless the promise, contract, agreement, representation, assurance, or ratification, or some memorandum or note thereof, be in writing and signed by the party to be charged thereby, or his agent; but the consideration need not be set forth or expressed in the writing, and it may be proved (where a consideration is necessary) by other, evidence.” . . .