San Bernardino National Bank v. Andreson

Citations

• 3 Cal. Unrep. 771
• 32 P. 168
• 1893 Cal. LEXIS 993

Syllabus

<p>Corporation—Note Signed as “President” and “Secretary.”— Where defendants sign a note with their individual names, adding thereto “president” and “secretary,” respectively, in which note they promise to pay plaintiff bank a certain amount, and there is nothing on the face of the note to indicate a principal back of them, they are personally bound, and cannot set up a defense that they executed the note as officers of a corporation, that the loan which the note was given to secure was made to such corporation, and that the intention of both parties was that it should bind the corporation, and not defendants.1</p> <p>Corporation—Note.—The Fact That a Resolution of the Corporation, with the corporate seal thereon, authorizing defendants to make the loan and execute the note in the name of, and as the note of, the corporation, was attached to the note, was without effect, as such attachment did not make the resolution a part of the note.</p> <p>Promissory Note.—By Failing to Verify Their Answer, where a copy of the note was set out in the complaint, defendants admitted, not only the genuineness, but also the due execution, of the note.</p> <p>Promissory Note—Reformation.—A Cross-complaint Setting Up the Facts in regard to the execution of the note, and praying that the corporation be made defendant, and that the note be reformed so as to make it the note of the corporation, could not be sustained; for, if a proceeding for reformation could be maintained by plaintiff, it could not by defendants, whose only interest in reforming the contract was to relieve themselves from liability thereon, and to show it was not their contract, but that of the corporation, which they cannot be allowed to do.</p>