
    RUDY vs. BRIDGEPORT BRASS CO.
    When a stockholder guarantees the payment for manufacturing ■«one thousand patent articles for his company, and the company terminates the contract before receiving them all because they do not sell, this alteration in the contract does not relieve the guarantor ■ -from-payment for the articles actually supplied.
    A-note signed by a company’s treasurer made in pursuance of a -resolution of the Board is substantially a note of the company.
    No. 182 January Term, 1883. Error to Common Pleas No. '2, of Philadelphia County.
    This was an action of assumpsit brought by the Bridge* 'port Brass Co. against Isaiah Rudy. The Hydro-Carbon Heating Company contemplated putting on the market a patient heater for heating soldering irons. Its officers had entered into negotiations with the Bridgeport Brass Co. for their manufacture. A meeting of the trustees of the Hydro-Carbon 'Co. was held on June 29th, 1879, Isaiah Rudy, the Vice Presi•dent, being in the chair, and unanimously adopted a resolution to enter into a contract with the Bridgeport Brass Co., or other ■parties, to manufacture one thousand heaters, with the understanding that Isaiah Rudy and Theodore Legget furnish the -.funds necessary, or endorsements, or guarantees. A contract ■was made with the Bridgeport Brass Co. and Rudy agreed to •furnish security as follows :
    “Whereas, the Hydro-Carbon Heating Company, of New York, has ordered from the Bridgeport Brass Company, of Bridgeport, Connecticut, certain parts or portions of one thousand heaters, and whereas the Bridgeport Brass Company has agreed to make the same. Now, in consideration thereof, and the further consideration of one dollar to me paid, the receipt whereof is hereby acknowledged, I do hereby agree that I will endorse and thereby guarantee the payment of all notes not exceeding in the aggregate three thousand dollars, to be given by said Hydro-Carbon Heating Company to said Bridgeport Brass Company for said work, so done for and delivered to said Hydro-Carbon Heating Company, said notes being drawn to my order, and payable three months after delivery of said goods. ISAIAH RUDY.
    “August 9, 1879.”
    The Bridgeport Brass Compamy manufactured quite a number of parts for the Hydro-Carbon Heating Company and then ■endeavored to have a settlement and payment. The HydroCarbon Heating Company claimed that a number of the parts and boilers were defective, and the matter resulted, after receiving about $1,950 worth of the articles at the price agreed upon, in terminating the contract, and the Brass Company agreed with the treasurer of the Heating Company to take a •note for $1,700, endorsed by Rudy, in settlement.
    A r.ote was then drawn up payable six months after date, but Rudy refused to endorse it. The note was returned and the following note was drawn up.
    $1,700. Rochester, N. Y., July 8, 1880.
    Three months after date the Hydro-Carbon Heating Co.-* promise to pay to the order of Isaiah Rudy Seventeen Hundred Dollars. Payable at-. Value Received. No.•Due 8-11 Oct. 80.
    Geo. W. Ross-Lewin, Treas.
    Rudy refused to endorse this note, and it was given to the Bridgeport Brass Company, who thereupon brought suit.
    
      Th3 Court charged that the settlement made with the treasurer, Ross-Lewin, was not conclusive upon Rudjq and left ibas a question of fact for the jury to determine what the value-of the goods furnished by the Brass Co. was. The Court held that the “Brass Co. did not undoubtedly undertake that these boilers should answer the purpose for which they were made, because this was an invention, and the principles might or might not be satisfactory, and as far as it failed from any defect of the principle, or any defect in the plan, or method of construction, as suggested by the Hydro-Carbon Heating Company to the plaintiff, the plaintiff would not be answerable, but it should be answerable for want of proper skill and care in putting its work together in a workmanlike way.” The Court refused to charge the jury that Eudy was not liable-on his agreement because the full amount of parts for one thousand heaters were not furnished, but the Brass Co. and the Heater Co. agreed to terminate the contract, as the machine-did not work satisfactorily. The Court refused to charge that the note in the name of the Heating Company signed by George AY. Ross-Lewin, Treas., was not a valid Company noteund r the laws of New York, and that Eudy was never asked to sign a proper note. During the trial depositions of A. AY. Sprague and Geo. AY. Eoss-Lewin were read, and various objections were made to their testimony. On October 22, 1881,. a verdict for $1,562.17 was rendered against Rudy, who thereupon took this writ of error. There were 33 assignments of error, principally to the admission of evidence and the-answers to defendant’s point; but the refusal of the Court to-charge, as before noted, were the principal errors complained of.
    
      John Scollay, Esq., for plaintiff in error,
    argued that a material alteration in the contract, even though it might be more beneficial to Rudy, relieved him from its obligation ; Lyons vs. Divelbis, 22 Penna., 185; Hagey vs. Hill, 75 Penna., 108; Allen vs. Herman, 3 Phila., 378; Dundas vs. Sterling, 4 Penna., 73; Barnes vs. Barrow, 61 N. Y., 39; Brez vs. Warner, 9 W. N. C., 45. The note signed by Eoss-Lewin, Treas.,. was not the note of the Heating Company; Tucker Manufacturing Co. vs. Fairbank, 98 Mass., 104; Hills vs. Bannister, 8 Cowen, 31; Barker vs. Mechanics’ Insurance Co., 3 Wendell, 94; De Witt vs. Walton, 5 Selden, 570; Shattack vs. Eastman, 12 Allen, 239; Fiske vs. Eldridge, 12 Gray, 474; Haverhill Insurance Co. vs. Newhall, 1 Allen, 130; Taft vs. Brewster, 9 John. R., 334.
    The Courts of Pennsylvania will take judicial notice of the laws of a sister State; Bock vs. Lauman, 24 Pa., 435.
    
      W. F. Hall, J. A. Toomey and Henry R. Edwards, Esqs., for defendant in error.
    The case of Bock vs. Lauman, 24 Penna., 435, was overruled as to the construction of N. Y. Statute Law in Rosa vs. Butterfield, 33 N. Y., 665; Bank vs. Morris, 1 Hun, 680.
    In Brez vs. Warner, 9 W. N. C., 45; more goods were or* dered than the surety agreed to pay for.
   The Supreme Court affirmed the judgment of the Common Pleas on January 21st, 1884, in the following opinion:

Per Curiam.

The plaintiff in error agreed to indorse the notes of the Hydro-Carbon Heating Company, and thereby guarantee the payment thereof to an amount not exceeding a sum specified. The note in question was authorized by resolution of the trustees of the company, at a meeting at which the plaintiff in error was present. Mr. Ross-Lewin was both treasurer and secretary of the companjq and drew the note in pursuance of that resolution, and for the purpose specified. It thus became substantially the note of the company. When it was presented to Rudy for his endorsement, he made no allegation that it was not the note of the company. He did not put his refusal to indorse on any such ground, but assigned other .and different reasons for refusing. All questions relating to the fulfillment of the contract of the defendant in error, in promising the heaters, were correctly submitted to the jury. We discover no error in the record.

Judgment affirmed.  