Grand Lodge Knights of Pythias v. State Bank

Citations

• 79 Fla. 471

Syllabus

<p>1. Where there is no dispute as to the character or device used in the execution of a written instrument, it is for the court to determine whether the device as used constitutes a seal.</p> <p>2. Where a seal is affixed to the signature of the payor in a written promise to pay. money reference to the seal in the body of the instrument is unnecessary to make the instrument effective as a sealed instrument.</p> <p>3. Where a corporation draws a draft on its treasurer, the drawer and drawee being one, such draft in legal contemplation is regarded as a promissory note payable on demand.</p> <p>4. A negotiable promissory note does not require a seal, but there is nothing in its character which prevents the maker from affixing a seal to it, if he chooses to do so, and thereby rendering it effectual as a contract under seal.</p> <p>5. The corporate seal, when not indispensible, is always appropriate and may be affixed to all writings to which a corporation is a party, unless to do so would defeat the intention of the parties, but it is not essential that the (seal of a corporation be affixed to any of its written contracts except such contracts as are required by law to be under seal.</p> <p>6. Where a corporation executes a promise in writing to pay money by affixing to the signature of the maker its corporate seal, it is evidence of a purpose to make a sealed instrument if nothing appears in the face of the instrument indicating a contrary intention and in the absence of fraud.</p> <p>7. When not prohibited by law corporations have the implied power to make contracts that are fairly within the scope of the purposes of their creation.</p> <p>8. A corporation is bound by a promissory note executed by and in the name of its chief officer and its secretary to whose official signature is affixed the corporate seal, although no resolution had been passed authorizing the execution of such instrument, when it appears upon the face of the instrument that it was executed for th