Townsend v. France , 7 Del. 441 ( 1862 )

ASSUMPSIT on a promissory note for $1,250, dated Nov. 15th, 1860, made by Richard France, the defendant, and payable to the order of Samuel Townsend, the plaintiff, seven months after date with legal interest. The proof was that the note had been drawn in blank as to the payee and was delivered in that form by France, the maker, to Stephen Broadbent, Sr., who gave it in the same form to Townsend, the plaintiff, who was called to the stand and examined as a witness by the counsel for the defendant, and stated that he received it from Broadbent in compensation for services rendered by him to the latter as his agent in travelling to and fro several times between this State and Baltimore and in consulting and employing counsel to obtain an injunction to stop France from drawing his lottery and to compel him to settle with Broadbent, in which he was occupied from first to last between two and three months; and that after the note had thus been delivered to him, he filled the blank with his own name as the payee of it in the month of May 1861, when he put it in bank for collection. that commercial usage and expediency as well as the established policy of the law, which sanctioned and protected the credit and currency of negotiable paper when so intended to be by the makers and receivers of it, had long since recognized the validity and obligation as such, of promissory notes made and disposed of by the makers of them in the manner and form in which the note in question was drawn and delivered by the defendant to the party from whom the plaintiff received it; and promissory notes made and issued as this was, were of frequent use at the present day in many parts of the country, and with the repeated decisions which had been had recognizing and affirming the use and employment of them, it was now too late to call in question the effect, or validity, or the propriety, or expediency of them. It is therefore well settled in this country that a promissory note made and issued by the maker with the omission of the name of the payee, but with a blank in the body of the note for the future insertion of it, may afterward be filled by any bona fide holder of it, with his own name as payee, and it will then be treated and recognized in law, as a good promissory note of the maker to him from its date. In the case now before them, the promissory note in question which was for $1,250 in the usual form in other respects of an ordinary negotiable promissory note, was drawn with a blank for the name of the payee, dated and signed by Richard France, the defendant, and in that form was delivered by him to Stephen Broadbent, Sr. who afterward and before the maturity of the note, delivered it in the same form to Samuel Townsend, the plaintiff, in payment for certain services rendered by him to Broadbent, of the nature and for the purposes stated in his evidence, and who soon afterward filled the blank with his own name as payee when he put it in bank for collection. Whatever might have been the object or purpose of the defendant in making and delivering the note in this incomplete form to Broadbent, we know and are bound to infer from the commercial usage and practice in such cases, that it must have been the understanding and design of the parties to that transaction, so far at least, as the note itself was concerned, that the latter should have the right and privilege in negotiating, or in using and disposing of the note for that purpose, whatever it may have been, to fill the blank afterward with his own name as payee, or to dispose of and deliver it in the form in which he received it, to some other person with the like authority to him, or any subsequent bona fide holder of it, to insert his name in the blank as payee. And so the law will intend and such it will imply was the authority of Broadbent and of any such subsequent holder of it, under the circumstances; and when therefore the note so passed and delivered to the plaintiff and the blank in it was filled by him with his own name as payee, the law presumed that it was done with the sanction and consent of the defendant, and it then became the promissory note of the defendant as the maker, to him as the payee of it from its date, just as if his name had been inserted as payee in the blank by the defendant and maker of it, at the time of dating, drawing and signing it as his promissory note. And being recognized and regarded as such a promissory note between the maker and payee of it, it was a further implication of law that it was founded on a good and valid consideration moving from the latter to the former, and as the consideration might be altogether independent of and outside of the note, it was neither unreasonable in itself nor inconsistent with the principle of the rulings in these cases, to hold that the original consideration which passed from Broadbent to the defendant for it, or the original motive or object in making the note in this form, may constitute a sufficient consideration as between the parties in this suit, to maintain the action upon it. What that motive or object may have been has not been shown; but the moment it is held, as has been repeatedly and uniformly decided, and is now considered settled, that any bona fide holder of a promissory note made and issued as this was, may fill the blank with his own name as payee, and it will then become a good promissory note from the maker to him from its date, it must be conceded as necessarily involved and implied in the principle on which the ruling is founded, that the consideration from the first holder to the maker, or the original motive or object on his part for issuing the note in such a form, is a sufficient consideration, if any is required to be shown, to support an action upon it by such a subsequent bona fide holder as payee against the maker of it; and what is meant by abona fide holder in this connection is simply one who has received such a note from or through the first recipient of it in the way of trade or business for a valuable consideration; and what will constitute a sufficient or a valuable consideration in law for a promissory note, may in general be said to consist either in some right, interest, profit or benefit accruing to the party who makes it, or some forbearance, detriment, loss, responsibility, or act, or labor or service on the part of him who takes or receives it; and if either exists, it will constitute a sufficient valuable consideration to sustain a promissory note between any of the parties to an action upon it. Every person is in the sense of the rule treated as a bonafide holder for value, not only when he has advanced money or other value for it, but when he has received it in payment of a precedent debt, or for services rendered the party from whom he receives it; and he is ordinarily presumed to be prima facie a holder for value, and is not bound to show that he has given any value in fact for it, until the other party has shown the want, or failure, or illegality of the consideration; and a bona fide holder for value without notice, is entitled to recover upon any negotiable instrument which he has received before it has become due, notwithstanding any defect or infirmity in the title of the person from whom he derived it, even though such person may have acquired it by fraud, or even by theft or by robbery. And consequently it follows that if Broadbent had been guilty of any breach of faith or confidence or of any fraud toward the defendant in passing and delivering the note to the plaintiff, contrary to the understanding between them, or the purpose for which it was thus made and delivered to him, it could not affect the validity of it in the hands of the plaintiff as the bona fide holder of it for a valuable consideration, without notice or knowledge of such fraud, or breach of faith and confidence on the part of Broadbent in passing and delivering it to him, or prevent his recovery upon it in the present action.

The argument of the counsel for the defendant was therefore unsound, for it was not necessary, in order to entitle the plaintiff to recover in this case, that he should have been prepared to show the nature of the transaction between the defendant and Broadbent and to prove affirmatively as a fact in the case, that the note was drawn in blank as to the payee and was so delivered by the defendant to Broadbent for such a purpose, or with such an understanding between them, as would have authorized the latter to fill the blank with his own name as payee, or at his discretion to deliver it as he received it, to any other person for a valuable consideration with the like authority to fill the blank with his name as payee, and that it was so delivered by him to the plaintiff in accordance with such purpose or understanding, or pursuant to the authority and discretion so conferred upon him by the defendant. For this we consider was unnecessary to be proved or shown affirmatively on the part of the plaintiff to maintain the action, since the transaction itself imports and the law implies as we have before remarked, whenever a promissory note is made and delivered to another as this was by the defendant, that the person to whom it is so delivered, or any subsequent bona fide holder of it receiving it in the same form, has authority to fill the blank as was done by the defendant in this case, with his name as payee, and may recover as such against the maker, without any proof whatever as to the purpose or understanding with which it was made and delivered to the original holder of it, or that he received it in conformity with such purpose, or pursuant to any general or special authority vested in such holder by the maker of it. Every person who makes and issues a promissory note in this form must know, or at least, ought to know from the general character, obligation and effect of such paper, and the ready circulation and transmission from hand to hand which it obtains as well as the important and useful purposes which promissory notes now serve, based on the credit and responsibility of the parties to them, in all the transactions of trade and business, that he will be accountable for it in the hands of any bona fide holder to whose possession it may come. And if any one is to lose or suffer loss by breach of confidence in a case like this, or by the indiscreet or improvident issue of such paper, reason and justice as well as the policy of the law which sanctions and protects the credit and negotiability of such instruments, certainly require that those who make and issue them should sustain the loss, rather than their usefulness, or the public confidence in their security should be impaired by a contrary decision on the question raised in the present action.

Verdict for the plaintiff.