Summary
In Quackenboss v. Globe R.F. Ins. Co. (177 N.Y. 71) the corporation was being sued on its contract, and it defended upon the ground that the paper was not its contract and the seal had been put thereon without proper authority.
Summary of this case from Imbrie v. Schlicht Combustion Process Co.Opinion
Argued December 10, 1903
Decided December 18, 1903
Frederick Seymour and Frederick B. Maerkle for appellant. W.P. Prentice for respondent.
On the trial the plaintiff, after proving that the contract upon which the action was based was signed by the president and secretary of the Rutgers Insurance Company, for whose debts and obligations the defendant was liable, and that the corporate seal of the company was affixed thereto, offered it in evidence. It was rejected and the plaintiff excepted. We think the exception was well taken and constituted error which requires a reversal.
It is an ancient and well-established rule of law that where the seal of a corporation is affixed to a contract or written instrument, to which such corporation is a party, and it is signed by the president and secretary or other proper officers, it will be presumed that such officers did not exceed their powers, as the seal is prima facie proof that it was attached by proper authority, and it lies with the party objecting to its execution to show that it was affixed surreptitiously or improperly. ( Whitney v. Union Trust Co. of New York, 65 N.Y. 576; Trustees of Canandarqua Academy v. McKechnie, 90 N.Y. 618; Jourdan v. Long Island R.R. Co., 115 N.Y. 380, 384; Lovett v. Steam Saw Mill Assn., 6 Paige Ch. 54, 60.)
It is manifest that there was no sufficient proof overcoming the presumption arising from the execution of the contract in question to justify the court in excluding it. Whatever proof was given as to the regularity of the contract bore not upon its admissibility, but upon its effect when received. The court could not improperly exclude the plaintiff's most material and important evidence, indeed, that which was the very basis of his action, and then, because he had not made sufficient proof to sustain his complaint, hold that the erroneous ruling should be disregarded. Such a claim finds no justification in law. When the plaintiff was refused his legal right to have the contract admitted, he was not required, nor would he be expected, to introduce other proof to establish his cause of action.
The judgment should be reversed and a new trial ordered, with costs to abide the event.
PARKER, Ch. J., GRAY, BARTLETT and CULLEN, JJ., concur; O'BRIEN, J., dissents; HAIGHT, J., absent.
Judgment reversed, etc.