Shaver v. Ocean Mining Co.

21 Cal. 45

• Court: California Supreme Court
• Decided: July 1, 1862
• Status: Published

Opinion

Cope, J. delivered the opinion of the Court

Field, C. J. and Norton, J. concurring.

This is an action on a promissory note in the following form: “ Three months after date the Ocean Mining Company promise to pay W. G. Bright or order one thousand dollars, for value received, with interest at the rate of two per cent, per month.” The note is signed, “ James Harter, Trustee, S. N. Stranahan,” both of whom are made defendants, and charged as makers jointly with the company, which is a corporation. No answer being filed, judgment was entered against all of the defendants; and from this judgment Harter and Stranahan appeal.

The complaint alleges that the note was executed by Harter and Stranaham, as well as by the company; but the note itself, a copy of which is set out in the complaint, shows that it was not their intention to bind themselves personally. The promise stated in the note is that of the company, and by failing to answer, the note is admitted as a company obligation, and this being the character of the instrument, as appearing upon its face, we regard it as binding upon the company alone. It is evident that Harter and Stranahan signed it merely as agents, and as a judgment has been recovered upon it against the company, their authority to execute it cannot be questioned; its language shows that they executed it for the company and not for themselves. The law governing the case is distinctly laid down in Haskell v. Cornish (13 Cal. 45).

The judgment is reversed as to Harter and Stranahan, and the cause remanded.