Joyce

This was an action to recover upon a promissory note made by defendant to plaintiff.

Judgment went for plaintiff, from which, and an order denying his motion for a new trial, defendant appeals.

The answer admitted the making of the note, but alleged that it was executed upon the express condition and understanding that payment thereof should be made out of dividends to be declared and paid upon certain shares of the capital stock of plaintiff by it sold to defendant and for the purchase price of which the note was given; that contemporaneously with the making of the note and as a part of the transaction plaintiff and defendant executed a written agreement as follows:

Plaintiff’s objection to the reception of this document in evidence, was sustained, as likewise were objections to all evidence tending to establish this collateral secret agreement that the note was to be paid out of dividends upon the stock.

Respondent justifies the ruling so made upon the grounds: First, “that it did not appear that said written agreement had been executed by the corporation; second, that it did not appear that said agreement was ever properly authorized by the corporation ■ third, that said…