Fiske v. Williams

Hardin, P. J.:

When Fiske indorsed the note and delivered it to the defendant he placed his name upon the note which was to run some months to maturity. There were two-fold purposes accomplished by his indorsement: First, it was necessary that his name should be placed upon the note in order to transfer the legal title to the note. Second. He, by placing his name upon the note, made a commercial contract which made him conditionally liable for the debt of the maker in' the event that the note was presented for payment at its maturity, a demand of payment made and notice of protest given. At the same time that he indorsed the note there was accompanying it 100 shares of the Scugog Medicine Company stock that was pledged as collateral to the maker’s obligation to pay the note. Apparently the defendant, who was to advance the' money for the note, was not satisfied with the obligation of Madden, the maker, nor with the Scugog medicine stock, and required further security as a .condition of parting with his money for the note. Thereupon, apparently,1 the plaintiff ^delivered tó the- defendant, fifteen shares, of the Standard Electric Signal Company stock in connection with the delivery of the note and the Scugog Medicine Company stock, and simultaneously with the delivery thereof executed an agreement which is set out in the findings of fact made' by the trial judge. Upon an inspection of that agreement it was found to recite that Fiske, the plaintiff, was to or had indorsed the note in question, and there is a recital in the agreement to the effect that the stock was delivered by the plaintiff, to wit, the fifteen shares of the Standard Electric Signal Company as collateral to the indorsement. If the language of the instrument, closed there, then there might be force in the contention of the plaintiff. But there was further language used, to wit: “ And it is expressly understood and agreed that the *491holder and owner of said. note,, if. the same is not paid-on or before maturity, is first to exhaust his remedy as against K. M. Hadden, the maker, and if the security given by him is not sufficient to pay and discharge said note, then the certificate of stock hereto annexed is for the payment of such deficiency, whatever it may be.”

It is a well-settled canon for the construction Of instruments executed by parties that full force and significance should be given to. all the language used .by them, and that if two constructions are possible to an instrument, one of which does not give significance to all the words used, and another can be given to the instrument which will give force and effect to all the words, found in the instrument^ the latter construction is to be preferred and adopted. And in case the meaning of the .words is doubtful, they are to be construed the most strictly as against the covenantor whose words they are.

Applying these rules of construction to the instrument executed by the plaintiff, it seems reasonable to place upon it the construction which evinces an intention to pledge his stock as security for any deficiency that might arise after exhausting the remedies againstHadden, the maker of the note, and after conversion and application, of the proceeds of the sale of the Scugog Hedicine Company stock,., and for .the purpose of satisfying the deficiency, which arose after exhausting the prior sources, the stock of the Standard Electric Signal Company was a security in the hands of the defendant, and he was> entitled to it for the purpose of .satisfying,the deficiency ” remaining after the exhaustion of the liability of Hadden and the sale of. the Scugog Hedicine Company stock. Hence, at the time .this; action was commenced the defendant had not wrongfully converted the property of _ the plaintiff, known as the fifteen shares of the. Standard Electric Signal Company stock described in the complaint,; and it was, therefore, proper at the close of the trial to order judg-, ment in favor of the defendant.

The judgment should 'be affirmed.

All concurred, except Creen, J., dissenting.