Knight v. Lang

2 Abb. Pr. 227, 4 E.D. Smith 381

• Court: New York Court of Common Pleas
• Decided: September 15, 1855
• Status: Published

Opinion

Ingraham F., J.

The defendant is sued as maker of a note given and made payable to the Franklin Marine and Fire Insurance Co. The note was not endorsed by the Company, but was transferred by an endorsement. “ M. Powell, Treasurer of Franklin Marine and Fire Insurance Company.”

Parol proof was offered and received under objection, that Powell was the secretary of the company, and the pecuniary manager of the business. No other evidence was given of the authority of Powell to transfer the note to the plaintiff.

There was no evidence that Powell was the treasurer, none that he had authority to transfer the note, and none that he was an officer of the company except by parol.

This evidence was not sufficient to show a valid transfer of the paper. The authority of a secretary or treasurer of a corporation does not necessarily vest such officer with power to sell and dispose of the assets of the corporation at his pleasure. Such authority may and ought to be shown by proof of the authority from the resolutions of the board of directors, or by a similar course of dealing, sanctioned by the directors in previous cases. But the mere endorsement of a promissory note by an officer of the Company is not sufficient to show that such transfer is valid.

I forbear to connect with this point the fact that such transfer is made to a firm of which the officer appears to have been a member, but with that additional fact in evidence, I have no hesitation in saying that more evidence of the authority of the endorser should have been required, before the plaintiff could recover.

Judgment reversed.