principal, but he must express by some form of words that the writing is the act of the principal though done by the hand of the agent. If he expresses this, the principal is bound, and the agent is not. But a mere description of the general relation or office which the person signing the paper holds to another person or corporation, without indicating that the particular signature is made in the execution of the office and agency, is not sufficient to charge the principal, or to exempt the agent from personal liability.19 It is not absolutely indispensable that the name of the agent should appear when a negotiable paper is signed by him in the name of his principal; the agent may sign the name of the principal alone, without adding anything to disclose the agency. Reasons of convenience and propriety, however, render it highly desirable that the fact that the note or bill is executed by the agent in the name of the principal, should appear on the face of the instrument. The true and best mode of an agent's signing or indorsing a promissory note or bill of exchange is: "A. (principal) by B. (agent)" or "A. (principal) by his attorney or agent B." 22 A signature in the form "B. agent for A. (the principal)" will be sufficient to bind the principal, although it is not technically as correct.23 There are many and various forms of signatures

21

19. Gray, J., in Tucker Mfg. Co. v. Fairbanks, 98 Mass. 101.

20. First Nat. Bank v. Gay, 63 Mo. 33, 21 Am. Rep. 430; Forsyth v. Day, 41 Me. 382.

In New York it has been held that if an agent sign his principal's name to a note, he, the agent, may be sued thereon, as if it were his own note. Dusenbury v. Ellis, 3 Johns. Cas. 70; Palmer v. Stevens, 1 Den. 471. This is not a universal rule even in New York. See Walker v. Bank of State, 13 Barb. 639; White v. Skinner, 13 Johns. 307; Meech v. Smith, 7 Wend. 315.

In Massachusetts, a person without authority assuming to contract as agent for another is not personally liable on the contract, but his assumption of authority is in the nature of a false warranty upon which he is liable. Jefts v. York, 16 Cush. (Mass.) 392, 395; May v. Western Union Tel. Co., 112 Mass. 90, 95.

But if the agent sign the principal's name within the scope of his authority, the rule as stated in the text is controlling.

21. Mechem on Agency, § 434.

20

22. Chitty on Bills (8th ed.), chap. 2, pp. 37, 38; Story on Promissory Notes, § 68.

23. Tucker Mfg. Co. v. Fairbanks, 98 Mass. 101, in which case the court says: "The variation between the words 'for' and 'of' seems at first view slight; but, in the connection in which they are used in signatures of this kind, the difference is very substantial. 'Agent of' or 'president of' a corporation named, simply designates a personal relation of the individual to the corporation. 'Agent for a particular person or corpora tion may designate either the general relation which the person signing holds to another party, or that the particular act in question is done in behalf of and as the very contract of that other; and the court, if such is manifestly the intent of the parties, may construe the words in the latter sense."

In the case of Ballou v. Talbot, 16 Mass. 461, a note signed "Joseph Talbot, agent for David Perry," was held. not to bind Talbot personally, but to be the obligation of Perry, his prin

by agents in use in commercial transactions, which have occasioned endless confusion and given rise to great embarrassments in endeavoring to determine whether the principal or the agent himself is personally bound. The courts have frequently differed in their interpretation of similar instruments, and it is almost impossible to declare positive or definite rules which will be universally applicable in all jurisdictions.24

cipal. In that case the court con- as president of the company, but to strued the important and effective conclude the company by his acts he word to be not the word "agent," nor should have contracted in their name, the name of the principal, but the or at least on their behalf.” connecting word "for," which might In the case of De Witt v. Walton, 9 indeed indicate merely the relation N. Y. 571, a note was signed " David which the agent held to the principal; Hubbell Hoyt, agent for The Churchbut which was equally apt to express man," and it was held that the words the fact that the act was done in "agent for" were mere descriptio perbehalf of the principal, in the same sona of the agent, and that the prinmanner as if the words had been cipal was not bound thereby. The transposed thus: "For David Perry, court said: "We may conjecture Joseph Talbot, agent." This is made that the affix to the name of Hoyt was manifest by considering that if the designed by him to answer some other word agent had teen wholly purpose than simply to designate his omitted, and the form of the signature person. He may have supposed that had been simply, "Joseph Talbot, for it created a contract upon the part David Perry," or 'For David Perry, of the defendant, or, what is more Joseph Talbot," it would have been probable, he may have designed it as well executed as the contract of the a memorandum to enable him to deterprincipal, even if it had been under mine thereafter from what fund the seal, and of course not less so in the note should be paid, and to guide him case of a simple contract. Long v. in making up his account with 'The Colburn, 11 Mass. 97; Emerson v. Churchman,' or with the defendant Providence Hat Mfg. Co., 12 Mass. personally. It is sufficient to defeat 237; Mussey v. Scott, 7 Cush. (Mass.) this action, that this purpose is equivo215. See also Hovey v. Magill, 2 Conn. cal; that the language does not neces680; King v. Handy, 2 Ill. App. 212. sarily, or by a fair and reasonable In the case of Hills v. Bannister, 8 construction, create an assumpsit on Cow. (N. Y.) 31, a note signed by two the part of the defendant, whether persons, with the addition, "Trustees known as William Walton or as 'The of Union Society, Phelps" (who were Churchman.' There is no great harda legal corporation), was held to bind ship in requiring that if one man the signers personally. And in Barker undertakes to oblige another, by note, v. Mechanic Ins. Co., 3 Wend. (N. Y.) bill of exchange, or other commercial 94, a note signed, "John Franklin, instrument, he should manifest his president of the Mechanic Fire Insur- purpose clearly and intelligibly, or ance Company," was held on demur- that his principal will not be bound, rer not to be the note of the com- whatever may be the result in referpany, although alleged to have been made within the authority of the president and the scope of the legitimate business of the corporation; the court saying: "In this case, there is an averment that the president was lawfully authorized; but it does not appear that he acted under that authority; he does not say that he signs for the company; he describes himself

ence to himself." See also Dawson v. Cotton, 26 Ala. 591; Tannatt v. Rocky Mountain Nat. Bank, 1 Colo. 278; Rawlings v. Rolson, 70 Ga. 595.

24. Illustrations as to signatures by agents, etc.- A note in the following form: "One year after date, we promise to pay," etc., signed by "Henry Hackemack, Pres.," and "Raythe Nagel, Secy.," the respective officers of

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(4) Disclosure of name of principal in body of instrument.-There are many authorities to the effect that a note containing no words of description after the signatures, but describing the promisors in the body of the instrument, as officers of a private corpora

a corporation, upon which the payee advanced money in the belief that such officers were personally liable, is the personal note of the officers, and they are liable thereon. Hackemack v. Wiebrock, 172 Ill. 98, 49 N. E. 984.

A note reciting “I promise to pay," etc., and signed by a person as presi dent of a corporation, personally binds the president. Prescott v. Hixon, 22 Ind. App. 139, 53 N. E. 391. See also Vleit v. Simanton, 63 N. J. L. 458, 43 Atl. 738.

In the case of Mott v. Hicks, 1 Cow. (N. Y.) 513, the note read: "The President and directors promise to pay," etc., and was subscribed by the defendant as president. It was held the note clearly imported that no personal engagement was entered into or intended.

that a note in the following form: "I promise to pay to the order of S. & Co.," and signed by "John T. Hull, Treasurer St. Paul's Parish," was held to be the note of Hull.

A note given by the secretary of an incorporated company in the form, "We promise to pay," etc., and signed by him with his own name with the words " Sec'y" affixed, and impressed thereon the seal of the company, it was held that he was not personally liable on such note. Means v. Swormstedt, 32 Ind. 87, 2 Am. Rep. 330.

Where a promissory note was in these words: "I, the subscriber, treasurer of the Dorchester Turnpike Corporation, for value received, promise," etc., and was signed by "A. B., Treasurer of the Dorchester Turnpike Corporation," it was held to be the note of the corporation and not of the treasurer. Mann v. Chandler, 9 Mass. 335.

A note reading, "Eighteen months after date, we, the trustees of the First Free Will Baptist Society of Chicago, promise to pay," etc., was A note as follows: "We, the undersigned by the trustees with the words, signed, trustees of the First African "Trustees of the First Free Will Bap- Methodist Episcopal Church, and in tist Society of Chicago, Ill.," ap- behalf of the whole board of trustees, pended. Such words correctly stated etc., promise," etc., and signed with the name of the corporation, and it their own names simply, by two truswas therefore held that the note was tees who had authority to bind the that of the corporation, and did not whole, binds the church and not the bind the trustees personally. New two signers, as the agency sufficiently Market Savings Bank v. Gillett, 100 appears on the face of the writing. Ill. 254. The court says in this case Haskell v. Cornish, 13 Cal. 45. And in that "there is a distinction to be the case of San Bernardino Nat. Bank taken between such a case, where the v. Anderson (Cal.), 32 Pac. 168, it name used, both in the body of the was held that where two persons note, and as appended to the signa- signed a note with their individual tures of the persons signing the same, names, adding thereto, "President was the proper corporate name of the and Secretary," respectively, and society, and those cases in which the there was nothing on the face of the names or designations used were not note to indicate a principal back of the corporate name, and where it was the makers, the fact that a resolution therefore held that the instruments of a corporation with the corporate sued upon were not the obligations of seal thereon, authorizing defendants to the corporations, but the individual make the note in the name of, and as obligations of the persons signing the note of the corporation, was atthem." Referring to Powers v. Briggs, tached to the note, was without effect, 79 Ill. 493; Ada Street M. E. Church as such attachment did not make the v. Garnsey, 66 Ill. 133; Lombard v. resolution a part of the note. Chicago Šinai Congregation, 64 Ill.

487.

In the case of Sturtivant v. Hull, 59 Me. 172, 8 Am. Rep. 409, it was held

66

Where a note reciting that "the Western Seaman's Friend Society agree to pay," etc., is signed "B. F., Gen. Supt.," proof that B. F. had no au

tion or society, is the personal obligation of the signers." As where a note executed in the following words: "For value received, we, the subscribers, jointly and severally promise to pay Messrs. J. & T. B., or order, for the Boston Glass Manufactory, thirty-five hundred dollars, on demand, with interest," and was signed "J. H., S. G., C. F. K.," it was held to be the note of the signers, and not of the manufactory.28 And a note reciting that

thority to sign said note for the soci- Mich. 376, 5 N. W. 420, 38 Am. Rep. ety is sufficient to charge him with personal liability thereon. Frankland v. Johnson, 147 Ill. 520, 35 N. E. 480. A note signed by "J. A. Robson, Agent for his wife," binds the wife. Rawlings v. Robson, 70 Ga. 595.

27

"we, the T. P. Company, promise to pay," etc., and signed by the defendants as president and secretary, respectively, was held to be the obligation of the defendants and not of the T. P. Company, since it did not appear that such company was a corporation, a partnership, or a voluntary association of persons.2 And it was held that a note stating that "we, the trustees of the Methodist Episcopal Church promise, etc.," and signed by the trustees as individuals, with nothing to indicate that they signed as trustees, was their individual promise, for which they were responsible.28 The mere insertion of "for" or "for or in behalf of " the principal in the body of the instrument does not make it the contract of the principal if signed by the mere name of the agent without addition.29 But where the body of the instrument discloses that it is evidently executed for or on behalf of a principal therein named, and the person signing adds to his signature such words as indicate that he was acting in a representative capacity, and not in a personal capacity, the instrument will be deemed to be the obligation of the principal.30 Where the principal's name appears on the heading or margin of a bill or note in the form commonly used by persons and corporations extensively engaged in the transaction of business, and the bill or note is signed and executed by an agent within the scope of his authority, there seems to be practically unanimity of opinion that the principal's name is thus sufficiently disclosed, and the principal and not the agent will be bound thereby.31 In New York a different rule has been laid down, it

ment of another, or the promising and engaging mind of a contracting party? 27. Day v. Ramsdell, 90 Iowa, 731, 57 N. W. 630.

28. Hypes v. Griffin, 89 Ill. 134, 31 Am. Rep. 71.

29. Barlow v. Congregational Society, 8 Allen (Mass.), 460.

30. Mechem on Agency, § 436.

*

writing, and the agent is authorized to make the contract or obligation, the principal alone is bound unless the intention is clearly expressed to bind the agent personally. It is true, as claimed by counsel, that in deciding whether a party contracts personally or as agent, the presumption is in favor of the former. It is obvious that In the case of Baker v. Chambles, 4 a party should be personally bound Greene (Iowa), 428, a note was given unless his agency is disclosed. But it in the form following: "We, the un- is equally true, in deciding whether an dersigned directors of school district apparent agent intends to bind himNo. 4, Montpelier Township," etc., self or his principal, the presumption which was signed by three persons is that he intended to bind his prinwithout the addition to their signatures of any descriptive designation. It was held that the note was that of the school district, and the court said: "The rule is well settled that if the name of the principal and the relation of agency be stated in the

cipal, because the agent should not be personally bound unless that intention is expressed in the contract. See also Sanborn v. Neal, 4 Minn. 126, 77 Am. Dec. 502.

31. In the case of Hitchcock v. Buchanan, 105 U. S. 416, 26 L. Ed. 1078,