Opinion of the court. * plaintiff. When a corporation has power, under any cir cumstances, to issue negotiable securities, the decision of this court is that the bonâ fide holder has a right to presume they were issued under the circumstances which give the requisite authority, and they are no more liable to be impeached for any infirmity in the hands of such a holder than any other commercial paper.† State courts in other States have decided in the same way, as well where the controversy was between the original par ties as in favor of indorsers and holders, without notice of the alleged defect.‡ Argument of the defendants proceeds upon the ground that if they can show that the order for the election emanated from the wrong source, the plaintiff, although an innocent holder for value, cannot recover; but it is clear that in a case like the present, where the power to issue the bonds Was fully vested in the corporation, the proposition cannot be sustained. On the contrary, it is settled law that a negotiable security of a corporation, which upon its face appears to have been duly issued by such corporation, and in conformity with the provisions of its charter, is valid in the hands of a bona fide holder thereof, without notice, although such security was in point of fact issued for a purpose, and at a place not authorized by the charter of the corporation.§ Attention is drawn to the fact that in a recent case not yet reported, the Supreme Court of the State have held that these bonds are void, even in the hands of an innocent holder, but inasmuch as the power to issue the bonds was fully conferred by law, the question of their validity in the hands of innocent holders, without notice, is a question of commercial law where the State adjudications, although en * Moran v. Miami Co., 2 Black, 725. Savings Co. v New London, 29 Connecticut, 174; Tash et al. v. Adams, 10 Cushing, 252. Stoney v. Life Ins. Co., 11 Paige Ch., 635; F. & M. Bank v. B. & D. Bank, 16 New York, 129; Goodman v. Simonds, 20 Howard, 365; Thomp. son v. Lee Co., 3 Wallace, 327. Statement of the case. titled to great respect, do not furnish the rule of decision in this court.* Prior decisions of the State court were in accordance with the decisions of this court, and as those decisions were supposed to be correct expositions of the law of the State at the period when these bonds were issued, the latter adjudications cannot control the judgment in this case. JUDGMENT AFFIRMED, WITH COSTS. KELLY v. CRAWFORD. 1. Where agents, in the sale of an article, acknowledging a debt of unascertained amount due their principals, sign an agreement passing certain debts described as "all accounts hereunto attached, and marked Exhibit A," no exhibit, however, being then or afterwards annexed,—and “all other debts d'e" (for the particular article), the contract having the further purpose of ascertaining, with certainty, from an examination by an accountant of the books of the assigning party the exact amount due, the contract, in connection with the report of the accountant, may, on a suit for the amount found due be read in evidence, even without the exhibit never annexed. 2. Where, to a suit against a partnership for debt, the defence is, that a former partner has unwarrantably signed the firm name after dissolution of the partnership, the paper signed may be read in evidence by itself, it being so read, however, “subject to the proof to be given hereafter." 3. Where a party who has been, and still is, carrying on an agency in the sale of anything for another, becomes thus indebted to this other, and agrees that an accountant shall examine the books of account and ascertain from them the exact amount due, "the amount so found to be due and owing to be final," the agreement is not "a submission to arbitration," nor is the amount found by the accountant an "award" in any such sense as will make them subject to the strict rules governing arbitrations and awards. ON error to the Circuit Court for the Northern District of Illinois; the case was thus: Crawford & Co., in 1860, were coal dealers in Cleveland, and at the same time Kelly & Maher were coal dealers in Chicago. Statement of the case. On the 4th August Kelly made a contract with Crawford & Co., the purport of which was, that Crawford & Co. were to supply Kelly & Co. with coal; that the coal was to be furnished at Cleveland; that Kelly & Co. were to advance the freight and insurance; that upon its arrival here they were to dock and sell it, to guarantee the payment of all sales. The contract prescribed the manner in which the proceeds of the sales were to be divided between the parties, and provided that the coal was to remain the property of Crawford & Co. On the 13th of September, 1861, there being a large sum of money due Crawford & Co. for coal furnished under the contract, an agreement was made, in substance thus: "Know all men, &c., that whereas Kelly & Co. are indebted to Crawford & Co. upon joint account, the exact amount to be ascertained from the books of Kelly & Co. by one G. H. Quigg, under the supervision of the parties to this agreement (the amount so found to be due and owing to be final). In consideration of such indebtedness, &c., the said Kelly & Co. hereby assign to the said Crawford & Co. all the accounts hereunto attached, and marked 'Exhibit A,' together with two wheelbarrow scales [and other chattels personal, specified], and all other accounts due and owing to said Kelly & Co. upon their coal books, except the accounts now enjoined in chancery. Further: that Crawford & Co. are to put the said accounts into speedy collection; and after paying the expenses of collecting, the balance shall be applied to the extinguishment of the debt of said Kelly & Co. to Crawford & Co., as ascertained by the aforesaid G. H. Quigg. It being distinctly understood that the said Quigg is to ascertain the amount due, which the parties hereto now agree is to be the actual amount. Should there be any balance left after collecting the sums herein referred to, the said Crawford & Co. agree to pay the same over to Kelly & Co.; and should the said sum of accounts, and the personal property herein referred to, be insufficient to pay the sum found (hereafter) to be due to Crawford & Co., then Kelly & Co. agree to pay the balance remaining unpaid to Crawford & Co." No "exhibit" of any kind had been annexed to this contract at the date of its execution, nor was ever afterward an Argument for the plaintiff in error. Quigg, in September, 1861, along with Maher, Crawford & Co. supervising what he did, proceeded to determine from the books of Kelly & Co. the amount due Crawford & Co. In doing this he corrected errors and oversights, and made some new entries, and on the 16th of June, 1862, he wrote up a balance of the accounts as they stood on the books at that time; including in it all the accounts that had been entered upon the books by him subsequent to the agreement. Acting thus, he reported, in June, 1862, the sum due to be $5474. Kelly & Co. having failed to pay the amount thus found, Crawford & Co. brought assumpsit in the court below against them. The declaration consisted of one special count on the agreement, and the award of Mr. Quigg, thereunder. It set forth that the accounts had been put into collection, and that there was a deficit. The common counts were added. To this declaration Maher pleaded: 1st. General issue. 2d. That he did not execute the agreement set out in first count of the declaration. 3d. That the agreement so set out was executed by Kelly, in the name of Kelly & Co., without his knowledge or consent, and that long before the date thereof, the firm of Kelly & Co., of which he had been a member, was dissolved. On the trial, the contract between the parties of September 13th, 1861, was admitted by the court in evidence, "subject to the proof to be given thereafter," without the exhibit to which it refers, against two objections of the defendants1st, that it was incomplete without the exhibit; 2d, that it was invalid, because executed by one of the firm of Kelly & Co., after its dissolution. Quigg was examined as a witness in the case, and exhibited the books, and testified that the entries made by him, and the balance the books showed, were accurate. Mr. D. C. Nichols, for Kelly & Co., plaintiffs in error: 1. The contract without the schedule was incomplete-a Argument for defendant in error. contract with its most important part omitted—and did not tend to show the case between the parties. Their rights, under the contract, depended upon the accounts assigned. The accounts were to be put into speedy collection. The first count of the plaintiffs' declaration alleges that this was done. If more was collected than Quigg should award, the plaintiffs were to pay the balance to the defendants below; if less, the defendants below were to make up the deficiency. The contract without the schedule had no certain meaning.* The absence of the schedule made a patent ambiguity which cannot be supplied by parol evidence.t If this contract could have been rendered competent by extrinsic evidence, that evidence should have been first introduced, before the contract was received in evidence.‡ 2. By the contract of September 13th, 1861, Quigg was to determine the balance due the plaintiffs from the defendants as shown by the books at the time they were submitted to him. Instead of so finding the balance he changed the books; introduced new and original matter in them, and in making up the balance-sheet included this matter. In doing this he exceeded the submission. Now, an award not in pursuance of the submission, or based upon matters not submitted, is void.§ Mr. Merrick, contra: The court is now asked to reverse this judgment, not because of any injustice done the defendants, or that the judgment and finding of the jury are not fully supported by the pleadings and proofs in the case, or that the jury were in any * Dennis v. Barber, 6 Sergeant & Rawle, 425; Sloan v. Ault, 8 Clark (Iowa), 229; Shields v. Henry, 31 Alabama, 53; Miller v. Travers et al., 8 Bingham, 244 (21 English Common Law, 524); Jackson v. Parkhurst, 4 Wendell, 369. † Gilson et al. v. Gilson, 16 Vermont, 468. ↑ Haswell v. Bussing, 10 Johnson, 128; Penfield v. Carp ender, 13 Id. 350; Irvine v. Cook, 15 Id. 239. Pope v. Brett, 3 Williams's Saunders, 292; Harvey v. Aston, Willes, 92: George v. Lousley, 8 East, 13; Leggo v. Young, 81 English Common Law. 625; Shearer v. Handy, 22 Pickering, 417. |