Page:Federal Reporter, 1st Series, Volume 8.djvu/552

 5G8 FEOEBAL BEFOBTEB. �note made by a corporation. If the instruments in question were made by an individual instead of a corporation it would seem im- possible, in view of long-settled and well-settled principles of law, to contend that if they bore the seal as well as the signature of the individual they were promissory notes negotiable by the law mer- chant. As an individual can make a promissory note and not add his seal to it, and can also make one and add his seal to it, the instrument is, in the first case, a promissory note negotiable by the law merchant if payable to bearer or order, while in the second case it is not a promissory note negotiable by the law merchant, but is a speeialty. So a corporation can make a promissory note whereby it promises to pay to bearer or order a certain sum of money, at all events, at a certain time and place, and can sign the instrument by causing it to be signed by its president and treasurer, without afExing its corporate seal, and the instrument will bind it, as its promissory note, as a simple contract, not a speeialty, unless it be restrained by some provision of statute from contracting other- wise than under its corporate seal. But if to such an instrument its corporate seal be added, such seal is its seal, as the seal of the individual maker is his seal, and the like consequences follow. The instrument without the corporate seal will be a promissory note negotiable by the law merchant, and the instrument with the cor- porate seal will be a speeialty, and not a promissory note negotiable by the law merchant. If the capacity to make the instrument with- out as well as with the seal exists, it cannot, when made with the seal, be a promissory note negotiable by the law merchant. �It is not enough that the instrument be negotiable, but it must be a promissory note, and one negotiable by the law merchant. The statute does not say a negotiable instrument, or a negotiable bond, or a negotiable chose in action. The prier statute (Eev. St. § 629) pro- vided that no circuit court should "have cognizance of any suit to recover the contents of any promissory note or other chose in action, in favor of an assignee, unless a suit might have been prosecuted in such court to recover the said contents if no assignment had been made, except in cases of foreign bills of exchange." In the prior stat- ute the thing out of which the exception is carved is a "suit to recover the contents of any promissory note or other chose in action." In the new statute the thing out of which the exception is carved is a "suit founded on contract." In the prior statute the exception is one "in cases of foreign bills of exchange." In the new statute the excep- tion is one "in cases of promissory notes negotiable by the law mer- ��� �