Southern Bk. T. Co. v. Sumter Pine Co. , 151 S.C. 274 ( 1929 )

I do not think that there is any question of the proposition that, when an instrument purports to have been signed by a corporation and the name is shown to have been signed by an officer authorized to do so, it will be deemed the obligation of the corporation, notwithstanding the fact that the signature of the corporation is unaccompanied by that of the officer.

In the case at bar, however, it does not appear that the name of the corporation was placed upon the face of the note by an authorized officer of the corporation; in fact the evidence tends to show that it was placed there by one not authorized to sign for the company, and that a blank space was left for the signature of the president who was so authorized. The bank therefore took the note with notice that it was an incomplete paper, and cannot therefore be deemed a holder in due course.

If the note had borne simply the indorsement of Parker, I think that it would have been open to him to set up the defense of mistake, but unfortunately for him his signature was written under the words: "We hereby indorse the withinobligation and waive protest and notice of non-payment." He is now estopped from denying that the signature was that of the corporation, and that he sustained the relation of an indorser. To allow him to deny the contract which he entered into would be to deny the rule that a person is bound by the terms of his contract voluntarily assumed and would violate the well-known parol evidence rule.

MR. JUSTICE BLEASE concurs.