## Facts

- Central Market Company executed a \$25,000 promissory note to Savings Bank of San Diego County, secured by a second mortgage on real property already subject to a first mortgage.
- Individual stockholders signed the promissory note along with the corporation, without limiting language indicating a representative capacity.
- The first mortgagee foreclosed its senior lien and sold the property, leaving the second mortgage without value.
- The bank brought a personal action on the note against the corporation and the individual signers.
- The defendants asserted that (a) the individuals signed only to ratify corporate action and did not intend personal liability, (b) the debt was discharged by giving a new note, and (c) the bank was barred because it did not appear in the senior foreclosure despite being named as a defendant.
- The trial court granted a nonsuit in favor of the individual defendants and denied a new trial.

## Issues

1. Whether individuals who sign a corporate promissory note in their own names, without limiting language, can avoid personal liability by claiming they intended only to ratify corporate action.
2. Whether California’s “one form of action” rule for debts secured by real property (Code Civ. Proc. § 726) bars a personal action on the note when the security has been exhausted by foreclosure of a senior lien without the mortgagee’s fault.
3. Whether a subsequent note constitutes payment and discharge of the original indebtedness absent an express agreement to accept it in satisfaction.

## Decision

- The Supreme Court of California reversed the judgment of nonsuit and the order denying a new trial and remanded for a new trial.
- The court held the individual signers could be personally liable because their signatures, without limitation, imported a promise to pay.
- The court held § 726 did not bar the action on the note where the security had been exhausted without the mortgagee’s fault due to foreclosure of the prior lien.
- The court held a new note does not discharge the prior debt absent an express agreement that it is accepted as payment.
- The bank’s nonappearance in the senior foreclosure could affect its lien rights, but did not, by itself, bar a later action on the note once the security was exhausted.

## Legal Principles

- A person who signs a promissory note in their own name, without representative or limiting words on the instrument, is presumptively a maker and personally obligated.
- A renewal or substitute note is not payment or discharge of an existing debt unless the creditor expressly agrees to accept it as satisfaction.
- Code Civ. Proc. § 726 does not bar a personal action on a secured obligation when the security has been lost or exhausted without the creditor’s fault; the rule does not eliminate personal liability after involuntary destruction of the security by a senior foreclosure.
- Being named in a senior foreclosure and failing to appear does not automatically preclude later suit on the note after the junior security interest has been extinguished.

## Conclusion

The court ordered a new trial because the face of the note supported potential personal liability of the individual signers, the alleged renewal note did not discharge the debt without an express payment agreement, and the creditor was not barred by § 726 from suing on the note after a senior foreclosure eliminated the security without the creditor’s fault.


Savings Bank of San Diego County v. Central Market Co., 122 Cal. 28 (Cal. 1898)