Page:The New International Encyclopædia 1st ed. v. 16.djvu/510

PROMISSORY NOTE. Had the words “at the Corn Exchange Bank” been omitted, the note would have been payable at the maker's place of business or residence.

It will be observed that the parties to a promissory note are two—the maker and the payee. If the payee is named, as in the form given above, and the note is payable to his order, his indorsement of it is necessary to its negotiation. He may sell and transfer it without an indorsement; but his transferee in that case will take it subject to any defenses available to the maker against him. The maker promises absolutely to pay the paper. Hence the holder is not bound to present it at the time and place named in the instrument, as a condition of suing the maker.

The early history of promissory notes is quite obscure. Their earliest appearance in the reported decisions of English courts is during the close of the seventeenth and the opening of the eighteenth century. For a time the judges seemed disposed to follow mercantile usage and to treat them as negotiable instruments. With the accession of Lord Holt to the chief justiceship of the King's Bench, a change of judicial attitude became noticeable. He refused to recognize their negotiable character; and in 1704 Parliament, siding with the merchants, enacted a statute (3 and 4 Anne, c. ix.) which declared that promissory notes “shall have the same effect as inland bills of exchange.” In some of the United States this statute has been looked upon as simply declaratory of the common law, while in others Lord Holt's view has been accepted. Everywhere, however, certain forms of promissory notes are now deemed negotiable instruments.

In some States certain forms of notes are declared negotiable by statute which are not negotiable in the common-law sense. For further discussion, and for the liability of indorsers, requirements as to presentation, etc., see such titles as ; ; , etc. Consult: Bigelow, The law of Bills, Notes, and Cheques (2d ed., Boston, 1900), and the authorities referred to under .  PRO′MORPHOL′OGY (from Gk., pro, before + , morphē, form + -, -logia, account, from , legein, to say). The study of the simplest of the fundamental forms of organisms. While the simplest plants and animals as well as eggs and seeds are, as the result of the action of gravity, more or less spherical, in other types we are reminded of the forms of crystals, though there is wanting the mathematical regularity and symmetry present in crystalline forms. In the most symmetrical animals certain internal organs are unsymmetrical in relation to the body. See.  PROMOTER (ML. promoter, from Lat. promovere, to promote, push forward, from pro, before, for + movere, to move, Skt. mīv, to push). One who urges or assists in the organization of corporations or joint-stock companies. A promoter commonly makes the plans for the business operations to be carried on, estimates the possible profits, solicits subscriptions to the stock of the proposed corporation, and, in short, does all he can to bring about its organization. A promoter is held to stand in a fiduciary relation to the

prospective company. Accordingly, he is held to a very strict accountability as to his motives and as to any profits he may endeavor to make out of the proposed organization. Unless he discloses to the subscribers for stock the amount of profits he intends to make by effecting the organization, or by selling the company any lands or things of value, he must account to them for what he receives. If a promoter makes fraudulent misrepresentations as to the prospects of the intended corporation, any subscriber deceived thereby may cancel his subscription, and may recover any damages he may sustain from the promoter. If a person urges others to form a company and buy something he has to sell, and does not himself become identified with the organization, he is not a promoter in the above sense, and may obtain the best price he can induce the company to pay for his property. A corporation, when organized, is not liable for any ‘contracts’ entered into on its behalf by the promoter prior to its organization. It cannot ratify them, but may ‘adopt’ them, but this amounts to making a new contract. A promoter may sometimes be held personally liable on such contracts. See Thompson, On Liability of Directors and Other Officers and Agents of Corporations (Saint Louis, 1880); and consult the authorities referred to under ; ; .  PROMOTION. See.  PRONA′OS (Lat., from Gk., porch before a temple, from , pro, before + , naos, temple). The vestibule in front of the naos or cella of a temple. It is commonly a portico formed by prolonging the side walls of the cella.  PRONGHORN. The goat-antelope (Antilocapra Americana) of the plains of Western North America, generally known as ‘antelope,’ and by the Canadian French as ‘cabree’ (cabrit). It ranged from the Missouri River to the Pacific coast and from the Saskatchewan River to the interior of Mexico, most commonly on open plains or in broad valleys. It is not nearly as abundant now as formerly, but it is still plentiful in the less thickly settled parts of the West.



The pronghorn is about 4½ feet long and three feet high. It is yellowish-brown above and white below; there are brown and white markings on the head, and the white buttocks are said to gleam in the sun at a long distance. The shape of the body is deer-like, but more