Royal Bank of Liverpool v. Grand Junction Railroad

100 Mass. 444

Opinion

Foster, J.

That the bonds declared upon were sealed instruments was settled by Hendee v. Pinkerton, 14 Allen, 381.

The corporate seal having been affixed by the printer, by the direction of the officers of the corporation; and they having adopted his act, and subsequently signed and issued the bonds ; the sealing was duly made, and the instruments became obligatory upon the corporation. This is no more nor less than constantly takes place when a scrivener prepares and affixes a seal to a deed which the grantor thereupon signs and delivers. The practice is of unquestionable validity, and the authorities for it are abundant. “ If a stranger seal an instrument by the allowance, or the commandment precedent, or agreement subsequent, of the person who is to seal it, that is sufficient.” Cruise Dig. tit. 32, c. 2, § 55.

The allowance of the proposed amendment to the defendants’ answer would have been unavailing. A sealed instrument conclusively imports a consideration. And these bonds, having been duly executed and delivered, the holders could have maintained an action upon them, if their delivery had been merely gratuitous, and no value had ever been given for them. A delivery of a portion, as collateral security for the payment of the residue, is sufficient. If the defendants wish to avail themselves of the fact that a part were held only as collateral security for the rest, they cannot do so until they have paid in full the amount of their real indebtedness. Until such payment is tendered, there is apparently no equity in their favor, and certainly no defence to a common law action upon all the securities which they have issued. Judgment on the verdict.