Scanlan v. Keith

Citations

• 102 Ill. 634
• 1882 Ill. LEXIS 72

Syllabus

<p>1. Contbact—of the parties thereto—whether the obligation of a corporation, or the individual obligation of the officer executing the same— estoppel. Where a person, in his dealings with a corporation, has accepted a promissory note for money due him from the corporation, and subsequently, in a suit upon the note, against the corporation as such, recovers judgment, he ought to he forever thereafter estopped to assert that the note was the individual obligation of the officer executing it on behalf of the corporation.</p> <p>2. Same—admissibility of extrinsic evidence to show who ought to be bound. A party will not be permitted to show by oral testimony that his written agreement, understandingly entered into, was not in fact to be binding on him. So it has been held, where trustees of a church corporation made a note in their individual names, although they described themselves as trustees of the church, parol evidence was inadmissible to show it was the intention of the parties that it was to be the note of the church corporation, and not that of the trustees executing it;—the principle being that such instruments will be construed as the parties made them, without the aid of extrinsic evidence.</p> <p>3. But there is another principle:—that where a person signs his name as cashier or agent for a banking, railroad or other corporation, in drawing drafts and bills, or in accepting drafts or other evidences of indebtedness, in its ordinary business, if it appears, or is made to appear, it is the obligation of the company, and ,the cashier or agent or other officer had authority to hind the corporation, he is not personally liable, and the facts,—collateral though they may sometimes he,—may be shown by extrinsic evidence, in order that it may appear whose obligation it is.</p> <p>4. In this case, assumpsit was brought upon a promissory note, against A B, who, it was alleged, made the note jointly with C D. The note sued upon was as follows: “Ninety days after date