Kraushaar v. Lloyd

152 Misc. 269, 273 N.Y.S. 231, 1934 N.Y. Misc. LEXIS 1466

• Court: Appellate Terms of the Supreme Court of New York
• Decided: July 6, 1934
• Status: Published

Opinion

Per Curiam.

Plaintiff, a transferee of the payee and presumptively a holder in due course of a negotiable promissory note which read “ we promise to pay ” and was signed “ Imperial Cloth Shrinking Corp.” with the names George L. Lloyd and Frank Brenner underneath, sues Brenner as an individual maker. Defendant offered proof of the transactions had with the payee in connection with the making and delivery of the note to show that it was intended as a corporate note only. No proof was offered of plaintiff’s knowledge of these transactions nor was his position as a holder in due course attacked. Proof of such knowledge would have been competent. But persons taking negotiable instruments are presumed to take them on the credit of the parties whose names appear on them and such parties cannot establish that they signed as agents for another without proof that the holder was aware of such fact. (Casco Nat. Bank v. Clark, 139 .) Nothing short of notice, express or implied, brought home to the plaintiff at the time of the transfer, that the note was issued as the note of the corporation and was not intended to bind the defendants, would have defeated its remedies against parties appearing as promisors. (First Nat. Bank v. Wallis, 150 N. Y. 455.) On the face of the present instrument it was the individual promise of defendant. No designation of defendant’s office or other indication of agency appears. It is only as between the original parties to the instrument that there may be evidence of the surrounding circumstances to show the meaning of the contract. (New Georgia Bank v. Lippman, 249 N. Y. 307, 314.)

Judgments affirmed, with twelve dollars and fifty cents costs in each case.

All concur; present, Callahan, Frankenthaler and Shientag, JJ.