(55 South. 685.)

No. 18,113.

#### WOLF v. ZACHARY & N. E. R. CO.

(June 5, 1911.)

*(Syllabus by Editorial Staff.)*

1. Evidence (§ 143*) — Materiality— Importance.

An objection going simply to the effect.of evidence offered is improperly sustained.

[Ed. Note. — For other cases, see Evidence, Cent. Dig'. § 427; Dec. Dig. § 143.*]

2. Appeal and Error (§ 1050*) — Harmless Error — Erroneous Exclusion op Evidence.

Where a fact offered to be proved would not aid the party offering evidence, if conceded, *1093he cannot complain of the ruling excluding the evidence.

[Ed. Note. — For other cases, see Appeal and Error, Oent. Dig. § 4155; Dec. Dig. § 1050.*]

3. Corporations (§ 466*) — Ne&otiable Instruments — Bona ' Fide Holder eor Value.

Under the negotiable instruments act (Acts 1904, No. 64, § 51 et seq.), defining a holder in due course, and declaring that a holder in due course holds the instrument free from defects available between prior parties, a note and mortgage executed by a corporation in due form regular on their face, and apparently issued regularly by the proper officers of 'the corporation, in pursuance of a resolution of its board of directors, regularly adopted, are enforceable in the hands of a bona fide holder for value before maturity, unaffected by any fraud between the original parties or by any falsity in the records of the corporation made by its officers within the general scope of their powers.

[Ed. .Note — For other cases, see Corporations, Dec. Dig. § 466.*]

Appeal from Twenty-Second Judicial District Court, Parish of East Baton Kouge; H. F. Brunot, Judge.

Action by Morris Wolf against the Zachary & Northeastern Railroad Company. From a judgment for plaintiff, defendant appeals.

Affirmed.

T. Jones Cross, for appellant. Dart, Hernán & Dart and Laycock & Beale, for appellee.

PROVOSTY, J.

The plaintiff, Wolf, having sued out executory process on the mortgage notes of the defendant company, the defendant obtained an injunction on the ground that said notes and mortgage were null, because its officers had executed them in fraud for a debt it did not owe, and because the resolution in pursuance of which they purport to have been executed was never adopted at a meeting of defendant’s board of directors.

When defendant sought to prove these allegations, objection was made that the notes and mortgage were in due form, regular on their face, apparently issued regularly by the proper officers of the defendant company in pursuance of a resolution of the board of directors of the defendant company regularly adopted, and that the plaintiff, Wolf, had acquired them in good faith, for valuable consideration, before maturity, and therefore could not be affected by any fraud that might have existed between the original parties to the transaction, or by any falsity in the records of the defendant company as made up by its proper officers, and the objection was sustained and the evidence excluded. [1,2] The evidence was admissible, for the objection went simply to its effect; but the facts upon which the objection is based are not disputed, and, if everything which the excluded evidence was offered to prove were conceded, the defendant would be no better off.

[3] Equities cannot be set up as against the holder of negotiable paper who has acquired the paper under fthe circumstances detailed above. Article 4, p. 155, Act No. 64, of 1904 (Negotiable Instrument Act) §§ 51, 52, 55, 56, 57. And, as against such a holder in good faith, a corporation cannot repudiate the acts of its officers within the general scope of their powers and apparently in all respects regular. 10 Cyc. 1057.

Judgment affirmed.