procedure, should be able to settle the title to any tract of land so that a deed can pass as readily from hand to hand as a bond or a certificate of stock. it is the best form of government ever devised by man! If the world is to be made safe for democracy and if democracy is to be made safe for the world, we must give our most earnest thought at this time to improve the law and facilitate the administration of After all, the most important feature of the work of the Conference is the advantage derived from the interchange `of ideas of men who think, and who, being justice, which are the very corner stones of popular government. men of affairs, are able to contribute the benefits of the common experiences of the people of all states in the united effort to improve the laws of the country and wipe out the unnecessary and annoying differences in the laws of the several states with respect to matters and transactions of an interstate character. It is unnecessary to argue that this interchange of view and discussion of the laws of all the states will tend not only to bring uniformity out of the endless conflict and divergencies of the laws of the various states, but will raise the standard and quality of legislation and reduce to the clear and unmistakable terms of a statute the mass of case law now so overwhelming as to confuse and confound even the most painstaking lawyer. Another effect of such topical codification will be to reduce the amount of litigation. For when the law is clear disputes will not readily occur. A great part of the litigation of the courts arises over differences of opinion as to the meaning and construction of statutory provisions. Some of these provisions are so loosely drawn as forever to baffle the courts' endeavor to construe their meaning. Where a law, however, is carefully drawn by those acquainted from experience with the fullest extent of its operation, it forecloses, by its very simplicity and clearness, all dispute and argument. Such possible results, some of which have been already realized, abundantly justify the creation and continued existence of the Conference of Commissioners on Uniform State Laws. Especially is this true in a day like this when democracy is on trial to prove its assumption that St. Louis, Mo. ALEXANDER H. ROBBINS. BILLS AND NOTES-NEGOTIABILITY. UNION NAT. BANK OF MASSILLON, OHIO, V. MAYFIELD et al. Supreme Court of Oklahoma. Sept. 3, 1918. 174 Pac. 1034. (Syllabus by the Court.) A promissory note for the payment of a sum certain, on a date named, and otherwise negotiable, is not rendered non-negotiable by a stipulation therein to the effect that, if the note be not paid on or before maturity, it shall bear interest from date at an increased and fixed rate. SHARP, C. J.: At Capron, Okl., on June 4, 1914, defendants W. A. Mayfield and C. B. Mayfield executed their promissory note to the Geo. O. Richardson Machinery Company, of St. Joseph, Mo., in the sum of $835, payable at the Capron State Bank of Capron, Okl.; the provision with respect to the pay. ment of interest being as follows: "With interest at the rate of 9 per cent per annum, payable annually, from date until paid: Provided, however, if note is paid on or before maturity, interest shall be only 7 per cent." On the back of the note is contained the following printed provision: "For value received, I hereby guarantee the payment of the within note, and any renewal of the same, and hereby waive protest, demand, and notice of demand, and nonpayment, and suit against the maker, and consent that the payment of this note may be extended from time to time without affecting any liability thereon." Immediately following is a printed date line in blank. After the date line is another blank line, intended for the signature of the person signing the foregoing guaranty and waiver, below which are seven blank lines, intended for 338 CENTRAL LAW JOURNAL use in the indorsements of partial payments. Two of the blank lines are filled out, the first showing a credit on June 4, 1914, of $140; the second, a credit on June 13, 1914, of $14.20. Below the blank credit lines is the following indorsement: "Pay to the order of the Russell & Company. Geo. O. Richardson Machinery Co. John H. Myers, Treasurer." Immediately following the indorsement of the Machinery Company is the additional indorsement: "The Russell & Company, by Geo. H. McCall, Treasurer." Action was brought against the makers on December 14, 1914, by the plaintiff bank, the owner and holder thereof by purchase from the last indorser, the Russell & Company. The case turns upon the negotiability of the note. The trial court was of the opinion that the note was nonnegotiable, and permitted the defendants to interpose their defense of a breach of warranty and fraud practiced upon them by the agent of the machinery company, and thus to defeat a recovery on the note in the hands of the indorsee. It is urged by the error that the note is nondefendant in negotiable, because (1) of the provisions respecting the payment of interest; and (2) on account of the printed matter on the back of the note, which they claim formed a part of the endorsement, thereby destroying the negotiability of the note. Do the words "with interest at the rate of 9 per cent per annum, payable annually, from date until paid: Provided, however, if note is paid on or before maturity, interest shall be only 7 per cent.," affect the negotiable character of the note? Counsel cite in support of their contention the following cases: Randolph v. Hudson, 12 Okl. 516, 74 Pac. 946; Cotton v. John Deere Plow Co., 14 Okl. 605, 78 Pac. 321; Dickerson v. Higgins, 15 Okl. 588, 82 Pac. 649; Clevenger v. Lewis, 20 Okl. 837, 96 Pac. 230, 16 L. R. A. (N. S.) 410, 16 Ann. Cas. 56; Clowers v. Snowden, 21 Okl. 476, 96 Pac. 596; Farmers' Loan & Trust Co. v. McCoy & Spicey Bros., 32 Okl. 277, 122 Pac. 125, 40 L. R. A. (N. S.), 177; Bracken v. Fidelity Trust Co., 42 Okl. 118, 141 Pac. 6, L. R. A. 1915B, 1216; Stutsman County v. Wallace, 142 U. S. 312, 12 Sup. Ct. 227, 35 L. Ed. 1018. The Cotton Case simply held that the provision for payment of attorney's fees in a promissory note, as the law then stood, destroyed the negotiable character of the note. In the Dickerson Case it is not clear on what grounds the note was declared nonnegotiable, though as in the Cotton Case (cited as an authority) it contained a provision for the payment of attorney's fees. was also held not to be negotiable because of a "A negotiable promissory note within the meaning of this chapter is an unconditional promise in writing made by one person to an other, signed by the maker, engaging to pay on demand or at a fixed or determinable future time, a sum certain in money to order or to bearer." While by section 4051 an instrument, to be negotiable, must conform to the following requirements: "First. It must be in writing and signed by the maker or drawer; second, must contain an unconditional promise or order to pay a sum certain in money; third, must be payable on demand, or at a fixed or determinable future time; fourth, must be payable to order or to bearer; and fifth, where the instrument is addressed to a drawee, he must be named or otherwise indicated therein with reasonable certainty." The sum payable is a sum certain, within the meaning of the law, although it is to be paid: First, with interest; second, by stated installments; third, by stated installments, with the provision that upon default in the payment of any installment, or of interest, CENTRAL LAW JOURNAL the whole shall become due; fourth, with exchange, whether at a fixed rate or at the current rate; fifth, with costs of collection or an attorney's fee, in case payment shall not be made at maturity. Section 4052, Rev. L. Section 4055 provides that an instrument which contains an order or promise to do any act in addition to the payment of money is not ne gotiable. But the negotiable character of an instrument otherwise negotiable is not affected by a provision which, first, authorizes the sale of collateral securities in case the instrument be not paid at maturity; second, authorizes a confession of judgment if the instrument be not paid at maturity; third, waives the benefit of any law intended for the advantage or protection of the obligor; fourth, gives the holder an election to require something to be done in lieu of payment of money. It is also provided that nothing contained in section 4055 shall validate any provision or stipulation otherwise illegal. V. An examination of these several provisions leads us to conclude that there is nothing contained therein, or in the present negotiable instrument statute, which in the instant case tends to make the amount payable uncertain within the meaning of the statute. The provision with respect to interest means nothing more nor less than that interest was payable from date until maturity at 7 per cent per annum, but, if not paid when due, it should bear interest at the rate of 9 per cent per annum from date. In Citizens' Savings Bank Landis, supra, it was held that an instrument, which in its terms and form was a negotiable promissory note, did not lose that character because it also provided that an additional rate of interest should be paid after maturity. This rule finds support in many of the authorities, as may be found from a reading of the cases cited in Corpus Juris, § 253, where it is said that under the Negotiable Instruments Law not only may a provision be made for reserving interest after maturity, but for an increased rate of interest. The note could have been discharged on or before maturity by the payment of interest from date at the rate of 7 per cent per annum; if not paid then, it could have been paid at any time thereafter upon the payment of interest at 9 per cent per annum, payable annually. As stated by that eminent jurist, Justice Brewer, in Parker v. Plymell, 23 Kan. 402, in a case involving a somewhat similar provision: "Clearly these words do not destroy the negotiability of the paper. They do not leave uncertain either the fact, the time, or the amount of payment. Indeed, up to and including the maturity of the notes, they are entirely with 339 out force. They become operative only after the notes are dishonored and have ceased to be negotiable, and then there is no uncertainty in the manner or extent of their operation. They create, as it were, a penalty for nonpayment at maturity, and a penalty the amount of which is definite, certain, and fixed." Because of the error of the court in holding the note to be a nonnegotiable instrument, and the consequence attaching thereto, the judg ment is reversed, and the cause remanded for a new trial. All the Justices concurring. NOTE.-Note Providing for Increase of Interest if Not Paid at Maturity.-The note in the instant case is singular in that it provides that, if it is not paid at maturity it is to run at a higher rate from its date than were it paid at its due date. This is the effect of the note though it is stated to run at the higher rate from date, but this higher rate is to be reduced, if the maker exercises his option to pay the note when it falls due. The more natural expression would be to make the note run for the lower rate and then, if the note were not paid at maturity, to provide that it should bear from its date the higher rate of interest. But, it would seem to come round to the same thing. The other way in form, however, indicates more clearly a penalty for non-payment at maturity and makes the contract run back to a previous time. Security Trust & S. Bank v. Gleichman, 50 Okl. 441, 150 Pac. 908, L. R. A. 1915 F, 1203, which is cited as supporting the ruling in the instant case, refers plainly to a condition resulting from date, if the note were not paid at maturity, note has become dishonored, and, therefore, nonnegotiable, under general law. Thus, the note there provides for counsel fees "if sued" on. In Parker v. Plymale, 23 Kan. 402, it was said that a provision for increasing the rate of interest from date, if the note was not paid at maturity, did not render the note non-negotiable, because the provision for increase did not become operative until after the note should have become nonnegotiable. In Hope v. Barker, 112 Mo. 338, 20 S. W. 567, 34 Am. St. Rep. 387, a like ruling on same character of note was made, the note being expressed to run without interest "if paid at maturity" and "if not paid at maturity to bear ten per cent interest from date." The court said: "Interest is but an incident to the debt, and it is a thing as to which it is usual and customary to contract even in negotiable paper. tained that a note ceases to be negotiable because Surely it cannot be mainof the addition of such words as 'with interest from maturity at the rate of eight per cent per annum. *** The only difference in the case just supposed and the one in hand is that here the principal is to bear interest from date of the note, if not paid at maturity, instead of bearing interest from and after maturity. amount to be paid is fixed, definite and certain." In both cases the In Brown v. Vosen, 112 Mo. App. 676, Kansas City Court of Appeals questions the view taken by the Supreme Court in Hope v. Barker, supra. But in Smith v. Crane, 33 Minn. 144, 53 Am. Rep. 20, the ruling was on precisely the line taken in Hope v. Barker. Also Clark v. Skeen, 61 Kan, 526, 60 Pac. 327, 49 L. R. A. 190, 78 Am. St. Rep. 337, showed a 340 CENTRAL LAW JOURNAL note running at 6 per cent and provision that this should be 12 per cent from date if it remained unpaid for ten days after due. This case cites a great abundance of authority and among other cases that of Hope v. Barker, supra. Thus, the note before the court ran at 6 per cent, payable semi-annually, but to be 12 if either principal or interest remain unpaid for ten days after it became payable. At the option of holder both principal and interest became immediately due and payable. The rule as to sustaining negotiability is that when a stipulation depends upon non-payment at maturity making it operative, this does not render the note uncertain in any respect. Thus it was said by Taft, Cir. J., that: "A stipulation as to what shall be done in case the bill is not paid does not affect its character as a As financial medium before it is dishonored. soon as the bill is dishonored it loses its value as a negotiable instrument, for thereafter an indorsee gains no better title than the transferrer. It is unreasonable to hold that the negotiability of a bill is lost, because of a provision having no effect while it remains negotiable." Farmers' Nat. Bank v. Sutton Mfg. Co., 52 Fed. 191, 3 C. C. A. 1, 17 L. R. A. 596. And in Salisbury v. Stewart, 15 Utah 308, 49 Pac. 777, 62 Am. St. Rep. 934, it was said, in substance, that a provision of the effect of what non-payment should bring, brought out more definitely what was the amount to be paid at maturity. In Cudahy Pkg. Co. v. State Nat. Bk., 134 Fed. 538, 67 C. C. A. 662, it was said that: “An uncertainty which does not impair the functions of negotiable instruments in the judgment of business men ought not to be regarded by the courts." But in Roads v. Webb, 91 Me. 406, 40 Atl. 128, 64 Am. St. Rep. 246, there was refinement of reasoning as follows: "It is said, that, if the note should be paid at maturity there would be no attorney fees. This is true. But, a note which, by its terms, is negotiable under the rules of law, does not lose that characteristic until merged in a judgment. The only infirmity attending its negotiation after maturity is that the indorser takes it subject to the same defense that the maker could A note have made against the original payee. cannot be negotiable before maturity and not negotiable after that, by reason of the terms of the note itself." But we may simply dispute the general truth of this, as to its effect upon a to the maker generally promissor engaging as and engaging only as to those who take with notice. Upon similar reasoning as in the Roads case is Jones v. Radatz, 27 Minn. 240, 6 N. W. 800. It seems to us, however, that the rule which considers a note negotiable during and up to maturity is the true rule to be applied. BOOKS RECEIVED. C. HUMOR OF THE LAW. Two New Orleans negroes were discussing the possibilities of being drafted. ""Tain't gwine do 'em any good to pick on me," said Lemuel, sulkily. "Ah certainly ain't Ah ain't lost nothin' gwine do any fightin'. oveh in France. Ah ain't got any quarrel with a-n-ybody, and Uncle Sam kain't make fight." me Jim pondered over this statement for a moment. "You' right," he said at length. "Uncle But he can take Sam kain't make you fight. you where de fightin' is, and after that you kin use you' own judgment." When Hon. Marshall D. Ewell of the Chicago bar was a young man, he was appointed a committee to with two other attorneys as examine candidates for admission to the MichiThe examination was in open court gan bar. before Judges Cooley, Campbell, Gram and Christiancy. The last question asked one of the candidates was: "Suppose a tenant for life should hold over after the expiration of his term, what would you do?" The candidate seemed puzzled. Judge Campbell kindly intervened, remarking that "the best thing to do would be to bury him." An old-time New Orleans railroad man was fond of telling a post-bellum days story which loses nothing because of its antiquity. It seems that an order was issued from the head office of one southern system that no more personal valets should be carried on the pay rolls, and that the name of the bureau of which it was part should be painted on the door of each room. Shortly after, the president, on a personal inspection tour, opened the door of a very small room and confronted an ancient negro of eminently respectable and respectful mien. Said the president: "You black rebel, are you still here?" "And what pay roll are you on?" "I doan't know what pay roll, Gineral, but I bresh de Colonel's coat, black his shoes, comb his hair and sech. He says to me jes like dis: 'Major,' he says, 'ef dat damned fool gineral come roun' hyar axin whut yoah air doin' hyar, jes tell 'm, askin' yoah honah's pardon, I'm in the department of accidental superfluousness.'" WEEKLY DIGEST. Weekly Digest of ALL the Important Opinions of ALL the State and Territorial Courts of Last Resort and of ALL the Federal Courts. Copy of Opinion in any case referred to in this digest may be procured by sending 25 cents to us or to the West Pub. Co., St. Paul, Minn. .55, 57 .1, 12, 29, 48, 50, 62 .71 15 ..40, 45, 58, 70 .63 24, 30, 38, 72, 78 49, 51, 56, 67, 68 .35, 61, 76 ..10, 53 contributed a pro rata amount, a letter of another director to the bank was admissible to show that the contribution was a loan, and not a donation,, where the letter contained the director's contribution and conditions, and was accepted by bank.-Andrews v. Cosmopolitan Bank, N. Y., 171 N. Y. S. 875. 7. Indictment and Information.-Indictment under Hemingway's Code, § 897, for obtaining money on a check knowing that there are not sufficient funds or credit to pay the check is fatally defective, if it contains no allegation that accused intended to defraud the person to whom he presented, and who cashed, the check.-Herron v. State, Miss., 79 So.. 289. re 8. Bills and Notes-Accommodation Maker.The accommodation makers of a note being alone sued, and recovery being had against them, they on paying the judgment can cover over against the real maker-Bank of Dexter v. Simmons, Mo., 204 S. W. 837. .42 9.Holder in Due Course.-Where payee indorsed note to a bank for value and before maturity, and bank indorsed it to holder for value, without recourse, after maturity, and neither bank nor holder had notice of any defense to the note until after buying it, holder is entitled to recover thereon, although note had been attached to maker's order, to be detached upon acceptance of order and shipment of goods, and, order having been countermanded before shipment, maker refused to receive goods. Stevens v. Khetter, S. C., 96 S. E. 406. 7 ..8, 14, 16, 32, 52, 60, 75, 80 .27 ...36, 41 .11, 20, 34, 54, 59, 64, 74 .6, 19, 25, 28, 43, 73, 77, 79 46 .13 9 .33, 69 .3, 26 37, 44, 65, 66 .2, 4, 5, 18, 21, 22, 23, 47 .39 17 .31 stepfather 3. Claim by Creditor.-Where died without having performed his contract to deed or will land to his stepson in consideration of the latter's services as son, the stepson was not estopped to sue stepfather's administrator for value of such services by the fact that in stepson's bankruptcy proceedings, during stepfather's lifetime, he omitted to schedule his claim against his stepfather; the claim being a mere expectancy dependent on contingencies.-Hooker v. Peterson, Tenn., 204 S. W. 858. 4.--Lien.-A controversy as to the existence of a lien on property of the bankrupt between a purchaser and one who asserted a lien by reason of installation thereon of a fire sprinkler system is a regular proceeding in bankruptcy, and judgment rendered therein, not being one allowing or rejecting a debt or claim, etc.. within section 25, cl. 3, cannot be reviewed by appeal; petition to revise being appropriate.Whitney Central Trust & Savings Bank V. United States Const. Co., U. S. C. C. A., 250 Fed. 784. -State Law.-The rights of a banker. who advanced funds to purchase property and delivered the same to a manufacturer under a trust receipt, are, on bankruptcy of the manuacturer, governed by the state laws.-In re Dettman-Johnson Co., U. S. C. C. A., 250 Fed. 10. Joint Note.-One signing a joint note at request of principal debtor, in absence of any contrary undertaking with prior surety, may stipulate with and make it a condition of his signing that he signs only as surety to those signing prior to himself.-Pope v. Hoefs, Minn., 168 N. W. 584. 11. Without Recourse.-Where payee of note on being presented note for payment wrote "without recourse" after his indorsement, failure of the holder to disavow the alteration after knowledge thereof was a ratification of material alteration which operated as discharge of subsequent indorsers.-Freile v. Rudiger, N. J., 104 A. 142. а 12. Brokers-Evidence.-For the purpose of showing what specifications of supposed infirmities in title were directed to the principal's attention, the written opinion of the customer's attorney as to the title is admissible in a broker's action for commissions.-Wood & Tatum Co. v. Basler, Cal., 173 Pac. 1109. 13. Carriers of Passengers-Change of Rate. -Order of Public. Service Commission is not void, because the fare changed was agreed on by a franchise entered into prior to the enactment of the law creating the Commission; the law being designed to deal with conditions as they arise.-City of Portland v. Public Service Commission of Oregon, Ore., 173 Pac. 1178. 14. Ejection.-Though conductor ejected newsboy from car on account of ill will the railway was liable for injuries where such ill will grew out of a former conflict between the conductor and plaintiff which arose in the line of the conductor's duty.-Griffin v. Kansas City Rys. Co., Mo., 204 S. W. 826. 15.- Ordinance.-A city ordinance forbidding jitney busses from taking up or discharging passengers within 700 feet of any street wherea street car operates is invalid as being arbitrary and unreasonable.-Curry v. Osborne, Fla., 79 So. 293. in Counterclaim. 16. Chattel Mortgages Where second mortgagee replevined property from mortgagor, and first mortgagee brought replevin against him, all damages sustained by second mortgagee because the first mortgagee took back the horse covered by the mortgage could be determined in such action; it being a proper subject of counterclaim, under Rev. St. 1909, § 1807.-McElvain v. Dorroh, Mo., 204 S. W. 821. 17. Description of Property.-Description in mortgage. "One Ford touring automobile, model T. serial No. 621120, being the same automobile purchased of Wright November 2, 1915." purchaser from was sufficient to charge the mortgagor with knowledge, since automobile |