On appeal from the District Court, Third Judicial District of the county of Bergen.
For the appellant, Rex B. Altschuler.
For the respondent, Abram A. Lebson.
Before Justices Parker, Lloyd and Perskie.
The opinion of the court was delivered by
PERSKIE, J. This appeal brings up for review a judgment rendered in favor of the defendant-respondent (hereinafter called defendant), in an action brought against it by the plaintiff-appellant, hereinafter called plaintiff, for the conversion of a check for the sum of $320.
The pertinent facts in this case, as settled by the court, are as follows: A check for $320 dated June 2d, 1931, payable at the Citizens National Bank and Trust Company of Englewood, to the order of "Singer Sewing Machine Co., P. A. Werner, Mgr." was issued by the board of education, school district of Englewood, and presented to the defendant bank on June 11th, 1931, endorsed "Singer Sewing Machine Co. For Deposit Only, P. A. Werner, Mgr". The defendant bank accepted the check, endorsed "Singer Sewing Machine Co. for Deposit Only, P. A. Werner, Mgr." and credited the amount thereof, $320, to the personal account of "P. A. Werner, Mgr." Werner maintained a personal account with the defendant bank and the authorized signature for withdrawal against this account was "P. A. Werner, Mgr." Defendant made no inquiry at any time as to the authority of any agent to endorse paper.
Defendant, for the second time, raises several technical objections in its brief concerning the condition of the pleadings, the state of the case, &c. A motion to dismiss the appeal on the same grounds was made to the court on the opening day of the May, 1932, term, Case No. 456, and it was denied. That was dispositive. We fail to understand counsel in again presenting the same grounds of objections. We therefore necessarily pass to the meritorious questions presented.
The check executed by the board of education, school district of Englewood, payable to Singer Sewing Machine Co., P. A. Werner, Mgr. is presumed to be corporate property. In Reed v. First National Bank of Glassboro, 54 N.J.L. 208; 23 A. 853, the Court of Errors and Appeals held that a promissory note signed Warrick Glass works, J. Price Warrick, Pres. is the note of the corporation and not the
note of Warrick, or the joint note of Warrick and the corporation. If a note is signed by the corporate name, followed by the name of a corporate officer, who affixed to his name his official title, such notice is conclusively taken to be corporation paper. This is pursuant to sections 19 and 20 of the Negotiable Instruments act (3 Comp. Stat., p. 3737). Vliet v. Simanton, 63 N.J.L. 458; 43 A. 738; Phelps v. Weber, 84 N.J.L. 630; 87 A. 469.
While the effect of the decisions in the aforesaid cases is to impose liability on the body corporate as a maker, analogy requires the same rule to be adopted in determining the ownership of the instrument. Hence the conclusion is reached that the check in question was the property of the Singer Sewing Machine Company and that only a proper endorsement of the corporation's name by a properly qualified person could divest the corporation of its title. Assuming, but not deciding, that the presence of Werner's name along with the corporation's name, as payee, required his endorsement or gave him the authority to endorse, for the corporation, yet it was incumbent upon the defendant bank to make inquiry of Werner's authority in applying the funds to his personal account.
In Wagner Trading Co. v. Battery Park National Bank (1920), 228 N.Y. 37; 9 A.L.R. 340, an officer of a corporation endorsed Wagner Tdg. Co. C.J. Wagner, President. C.J. Wagner had a personal account in this bank and the proceeds were credited to his personal ...