Brebner v Henderson [1925] ScotCS CSIH_2 (09 June 1925)

Brebner v Henderson [1925] ScotCS CSIH_2 (09 June 1925)

The promissory note, as constructed, does not unambiguously indicate that the obligation is that of the company rather than the individual signatories. The appended words are merely descriptive and do not suffice to avoid personal liability under the relevant statutes. The note binds the signatories personally and not the company.

Citation
[1925] ScotCS CSIH_2
Parties
Creditor/applicant: Brebner; Defendant/respondent: Henderson
Jurisdiction
Scotland
Judgment Date
09 June 1925
Procedural Posture
Civil / Appeal
Outcome
appeal dismissed; signatories held personally liable
Legal Topics
Promissory Notes, Personal Liability of Company Officers, Construction of Commercial Documents, Agency and Representation
Commercial Law Company Law Promissory Notes Personal Liability of Company Officers Construction of Commercial Documents Agency and Representation

Case Brief

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Parties

Brebner

Creditor/applicant

Henderson

Defendant/respondent

Procedural Posture

Civil / Appeal

Legal Issues

  1. 1 Whether the signatories to a promissory note are personally liable or whether the liability attaches to the limited company they represent
  2. 2 Whether the wording and structure of the promissory note suffice to bind the company rather than the individuals

Ratio Decidendi

The promissory note, as constructed, does not unambiguously indicate that the obligation is that of the company rather than the individual signatories. The appended words are merely descriptive and do not suffice to avoid personal liability under the relevant statutes. The note binds the signatories personally and not the company.

Court Disposition

appeal dismissed; signatories held personally liable