Hansen v. Northwestern National Bank of Minneapolis

Stone, J. (dissenting). I agree that the estate of one deceased is not a “person” in any sense of the word. But I submit that the majority opinion ignores the fact that such an estate is always represented by one or more persons and that when a negotiable instrument is made payable to an estate the plain intention is that it shall be payable to such person or persons. That purpose would not be plainer were the instrument payable expressly to the “personal representative” of the estate, with or without naming him. Had the certificate of deposit now involved been payable to the “executor or administrator of the Christian Hansen Estate,” his name not appearing, I do not understand that my brothers of the majority would hold it payable to “a fictitious or non-existing person” or that they would say that it was a case where “the name of the payee does not purport to be *459 the name of any person.” I understand that they would not consider it payable to bearer any more than they would so hold as to a check payable to “the treasurer of Eamsey county.” Suppose a man or group of men OAvned and operated a store known as the “Red Front Grocery,” sent out their monthly bills under that name, and it Avas the habit of customers to make checks payable to the “Red Front Grocery.” Literally the payee would not be a person at all, and no person or persons Avould be named. Yet the checks could not be payable to bearer. The makers plainly express the intention that they should be payable only to the order of the OAvners of the Red Front Grocery. That is certain which can be made certain. So, unless Ave ignore the rule that its expressed intention governs the construction of such an instrument, we should hold that the maker of a negotiable instrument payable to the “Christian Hansen Estate” meant that it should be payable to the person who represents the estate; that he has designated him by description as definitely as though he had named him; and that such a description sufficiently answers the requirement that the name of the payee appear in order that the paper be not payable to bearer. In another vieAV, it is in very essence a case where the paper is for the benefit of those owning the estate and so within the spirit of N. I. L. § 191 (G. S. 1923, § 7235) defining a person to include a “body of persons, whether incorporated or not.” It is ill-advised but a common habit nevertheless to make instruments run to an estate. Laws are made Avith such habits in mind. Lawmakers do not ordinarily ignore them and so make laAv which will trap the unAvary. By a construction of the statute which is entirely reasonable and plainly within its spirit we could avoid the pitfall in the negotiable instruments laAv which will result from this opinion. The legal representative of the estate of one deceased is not a fictitious or nonexisting person, and making an instrument payable to such an estate is but another way of designating with certainty the representative of the estate and making it payable to him. *460 I recognize the force of the authority contra cited by Mr. Justice Holt. So far as it supports his conclusion it seems to me too much of a slavish adoption of a literal meaning contrary to the spirit Avhich should control in the construction of a statute. Were the question to arise, independently of the negotiable instruments act, whether the legal representative of an estate could recover as the designated payee of an instrument payable only to the estate, nobody would question his right. Such a note would be “a valid instrument, and payable to the proper representative of the estate.” Peltier v. Babillion, 45 Mich. 384, 385 , 8 N. W. 99 . Passing on such a note, the supreme court of Michigan went on to say: “Such was the manifest intent of the parties, and there is no legal reason'that we can discover to the contrary. There is no uncertainty about the intent.” The same result was reached in Shaw v. Smith, 150 Mass. 166, 168 , 22 N. E. 887 , 6 L. R. A. 348. There could be no doubt, the court said, that the promise to the estate "of a named person deceased “was intended to be one of which the administrators could avail themselves. They were in existence, and were ascertainable. If the administrators of his estate had been made the payees, without naming them, there can be no shadow of question that it would have been sufficient. It savors of too much refinement to hold that the instrument was not a valid promissory note for want of a sufficiently definite payee.” In re Ziegenhein (Mo. App.) 187 S. W. 893 , is criticized in Brannan, Neg. Inst. (4 ed.) 102. The author is of the opinion, citing Shaw v. Smith, 150 Mass. 166 , 22 N. E. 887 , 6 L. R. A. 348, and other cases, that the words used to designate the estate “should be held to be a descriptio personae of the representative of the estate” although, as he recognizes, a literal reading of the negotiable instruments act might lead to the contrary result. It is true that in Scala v. Miners & M. Bank, 64 Colo. 185 , 171 P. 752 , the negotiable instruments act is not mentioned, but the explicit holding was that there was no ground for the contention that the check drawn to-“The Royal Consulate of Italy” was payable to bearer. Quoting *461 from 8 C. J. 171, the court put its decision upon the very sensible rule of law that instruments designate payees with sufficient clearness where they are “payable to the trustees of a particular church; the manager of a particular bank; the treasurer of a certain municipality; the heirs of a named person, the heirs apparent being intended if the person is still alive; the trustees acting under the will of a named person; the trustees to be appointed by a certain convention; the executors or administrators of the estate of a named person; the guardian of a named person; the name of a steamship and ‘owners;’ ‘the estate of’ a named person, deceased; or the ‘order of the person who shall thereafter indorse’ the instrument.” So it is because of my opinion that the certificate of deposit payable to the “Christian Hansen Estate” expressed the intention that it should be payable to the personal representative of his estate, just as- plainly as though that representative had been named, that I cannot agree in the opinion of the majority.