32

having been held that the appearance upon the margin of the instrument of the printed name of the company was not a fact carrying any presumption that the instrument was, or was intended to be, one by the company. The court said: "It was competent for its officers to obligate themselves personally, for any reason satisfactory to themselves, and, apparently to the whole world, they did so by the language of the note; which the mere use of a blank form of note, having upon its margin the name of their company, was insufficient to negative." A leading and early opinion of the Supreme Court of the United States is entitled to consideration as bearing upon the question of the effect of the heading of a negotiable instrument containing the name of the principal. In the case of Mechanics' Bank v. Bank of Columbia,33 a check,

a bill of exchange was headed "Office Dec. 280; Waugh v. Suter, 3 Ill. App. of Belleville Nail Mill Co.," and was 271; Gillig v. Lake Bigler Road Co., 2 concluded with the words, Charge Nev. 214; Schaefer v. Bidwell, 9 Nev. the same to account of Belleville Nail 209. Mill Co., A. B., Pres.; C. D., Sec'y." It was held to be the bill of the company and not of the individual signers. This case was followed and approved in Post v. Pearson, 108 U. S. 422, 27 L. Ed. 775, 2 Sup. Ct. 801; Falk v. Moebs, 127 U. S. 602, 607, 32 L. Ed. 267, 8 Sup. Ct. 1321; Farrell v. National, etc., Bank, 43 Fed. 130.

32. Casco Nat. Bank v. Clark, 139 N. Y. 307, 312, 34 N. E. 908, 36 Am. St. Rep. 705. In this case a promissory note given for the debt of a corporation was written on a blank having printed on its margin the name of the corporation. No reference to the corporation was made in the body of the note. The note was in the following

ICE COMPANY.

RIDGEWOOD

$7,500.

BROOKLYN, N. Y., Aug. 2, 1890. Three months after date, we promise to pay to the order of Clark & Chaplin Ice Co., seventyfive hundred dollars at Mechanics' Bank. Value received. JOHN CLARK, Prest.

E. H. CLOSE, Treas.

In the case of Carpenter v. Farns- form: worth, 106 Mass. 561, a bank check having the words "Etna Mills' printed on the margin, and signed "A. B., Treasurer," was held to be the check of the Etna Mills and not of A. B. In Fuller v. Hooper, 3 Gray (Mass.), 334, a draft with the words Pompton Iron Works" printed in the margin, and concluding with the words, which place to account of Pompton Iron Works, W. Burtt, In the case of First Nat. Bank v. Agent,' was held to bind the pro- Wallis, 150 N. Y. 455, 44 N. E. 1038, prietor of the Pompton Iron Works. a similar note signed by the president So in Slawson v. Loring, 5 Allen and treasurer of the Wallis Iron (Mass.), 340, 343, in which a draft, Works, and having the name of that having the words, Office of Portage company on the margin thereof, was Lake Manufacturing Co., Hancock, held not to be the note of the comMich.," printed at the top, was signed pany. Judge Andrews stated the rule “I. R. Jackson, Agent," Chief Justice to be that "nothing short of notice, Bigelow said: "No one can doubt express or implied, brought home to that on bills thus drawn the agent the bank at the time of the discount, fully discloses his principal, and that the drawer could not be personally chargeable thereon." See also Chipman v. Foster, 119 Mass. 189; Lacy v. Dubuque Lumber Co., 43 Iowa, 510; Sayre v. Nichols, 7 Cal. 335, 68 Am.

that the note was issued as the note of the corporation, and was not intended to bind the defendants, could defeat its remedy against the parties actually liable thereon as promisors." 33. 5 Wheat. (U. S.) 326.

containing at its head " Mechanics' Bank of Alexandria" with the date" June 25th, 1817," drawn upon the "Cashier of the Bank of Columbia," and signed by "Wm. Paton, Jr.," without official designation of any kind, was held to be the official act of Paton as cashier of the Mechanics' Bank of Alexandria and to be binding upon such bank. The court said: "But the fact that this appeared on its face to be a private check, is by no means to be conceded. On the contrary, the appearance of the corporate name of the institution on the face of the paper, at once leads to the belief that it is a corporate, and not an individual transaction; to which must be added the circumstances, that the cashier is the drawer and the teller is the payee; and the form of ordinary checks deviated from by the substitution of " to order " for "to bearer." The evidence, therefore, on the face of the bill, predominates in favor of its being a bank transaction."

(5) Parol evidence admissible to show intent.- Ordinarily, no extrinsic testimony of any kind is admissible to vary or explain negotiable instruments. Such paper speaks its own language, and the meaning which the law affixes to it cannot be changed by any evidence aliunde.34 There are a few exceptions to this general rule. As where there is anything on the face of the paper which suggests a doubt as to the party bound; or the character in which any of the signers acted in affixing his name, parol evidence is admissible between the original parties to the instrument and those affected with notice to show the party whom it was intended should be bound.3 And in some cases it has been held that where there

34. Hardy v. Pilcher, 57 Miss. 18, 34 Am. Rep. 433.

35. Parol evidence to show intent. -In the case of Hardy v. Pilcher, supra, the court said: "One of the few exceptions to this rule is where anything on the face of the paper suggests a doubt as to the party bound, or the character in which any of the signers has acted in affixing his signature; in which case testimony may be admitted between the original parties to show the real intent. Thus, where one has signed as agent of another, while the prima facie presumption is that the words are merely descriptio persona, and that the signer is individually bound, yet it may be shown in a suit between the parties that it was not so intended, but that, on the contrary, the true intention was that

the payee should look to the principal whose name was disclosed in the signature of his agent, or who was well known to be the true party to be bound. The principle, though not recognized in all the cases, is, we think, a sound one, and supported by the weight of authority." See also Haile v. Pierce, 32 Md. 327, 3 Am. Rep. 139; McClellan v. Reynolds, 49 Mo. 312. In the case of Haile v. Pierce, supra, the court said: "Where the language of a note or its terms are so unintelligible as to admit of no rational interpretation of the meaning, or are not sufficiently decisive of the intention of the parties, but on the contrary, are equivocal and uncertain, extraneous proof as between the original parties may be admitted to show the true character of the instrument, and what party,

is any indication by words of description or otherwise, that the person signing the paper signed as agent for another, parol evidence may be admitted as between the original parties and those affected with notice, to show the actual intent of the original parties.36 This doctrine is not universally adopted by any means.

the principal or the agent, or both, Georgia.- Cleaveland v. Stewart, 3 is liable. Where individuals subscribe Ga. 283; Bedell v. Scarlett, 75 Ga. 56. their proper names to a promissory Illinois. - La Salle Nat. Bank v. note, prima facie they are personally Tolu Rock & Rye Co., 14 Ill. App. 141. liable, though they add a description (This case is not a ruling case on this of the character in which the note is question. The weight of authority in given; but such presumption of lia- Illinois is against the admissibility bility may be rebutted, as between the of such evidence.) original parties, by proof that the note was in fact given by the makers, as agents, with the payee's knowledge." See Pratt v. Beaupre, 13 linn. 187; Kean v. Davis, 21 N. J. L. 683, 47 Am. Dec. 182.

Kansas.- Kline v. Bank of Tescott, 50 Kan. 91, 31 Pac. 688, 34 Am. St. Rep. 107, 18 L. R. A. 533; Benham v. Smith, 53 Kan. 495, 36 Pac. 997.

Kentucky.-Webb v. Burke, 44 Ky. 51; Owings v. Grubb, 6 J. J. Marsh. 32.

Maryland.-Laflin, etc., Powder Co. v. Sinsheimer, 48 Md. 411, 30 Am. Rep. 472.

Minnesota.

Sanborn v. Neal, 4 Minn. 126, 77 Am. Dec. 502; Souhegan Nat. Bank v. Boardman, 46 Minn. 293, 48 N. W. 1116; Kranniger v. People's Bldg. Soc., 60 Minn. 94, 61 N. W. 904.

Mr. Justice Bradley, in the case of Metcalf v. Williams, 104 U. S. 93, 26 L. Ed. 665, said: "The ordinary rule undoubtedly is that if a person merely adds to the signature of his name the Michigan. Keidan v. Winegar, 95 word agent,' 'trustee,' 'treasurer,' Mich. 430, 54 N. W. 901, 20 L. R. A. etc., without disclosing his principal, 705. he is personally bound. The appendix is regarded as a mere descriptio persona. It does not of itself make third persons chargeable with notice of any representative relation of the signer. But if he be in fact a mere agent, trustee, or officer of some principal, Ohio.- Magruder v. McCandlis, 3 and is in the habit of expressing in Ohio Dec. 269. But see contra, Collins that way his representative character v. Buckeye State Ins. Co., 17 Ohio St. in his dealings with a particular party, 215, 93 Am. Dec. 612. who recognizes him in that character, it would be contrary to justice and truth to construe the documents thus made and used, as his personal obligations, contrary to the intent of the parties."

Texas.- Traynham v. Jackson, 15 Tex. 170, 65 Am. Dec. 152; Texas Land & Cattle Co. v. Carroll, 63 Tex. 48.

Virginia.- Earley v. Wilkinson, 9 Gratt. 68.

36. Huffcutt on Agency, p. 239.

Parol evidence to show intent as be

Cases holding parol evidence admissible. The following cases may also be cited as holding that parol evidence tween original parties. In the case may be admitted in cases where there of Metcalf v. Williams, 104 U. S. 93, is ambiguity as to the person who 26 L. Ed. 665, the instrument in conshould be charged with the obligation troversy was a check in the following of a negotiable instrument:

Alabama.- Lazarus v. Shearer, 2 Ala. 718; Deshler v. Hodges, 3 Ala. 509; May v. Hewitt, 33 Ala. 161. Colorado. Hager v. Rice, 4 Colo. 90, 34 Am. Rep. 68.

Connecticut.- Hovey v. Magill, 2 Conn. 680; Pease v. Pease, 35 Conn. 131, 95 Am. Dec. 225.

form:
"No.

-.

"ALEXANDRIA, VA., Oct. 2, 1875. "The First National Bank of Alexandria, pay to the order of A. E. & C. E. Tilton, seven thousand and no/100 dollars.

"W. G. WILLIAMS, Prest. "E. P. AISTROP, Secy."

There are a number of cases which emphatically deny the right to introduce parol evidence to vary the terms of negotiable paper.37

ton v. Hill, 48 Kan. 558, 29 Pac. 583; Benham v. Smith, 53 Kan. 495, 36 Pac. 997.

And it was held that the officers signing such check, being known to the bank as the officers of the Montpelier Female Humane Association of In the case of Keidan v. Winegar, 95 Orange County, Virginia, were not Mich. 430, 54 N. W. 901, 20 L. R. A. personally liable thereon, and ruled 705, the note recited, Ninety days that evidence to show the knowledge after date, I promise to pay to the orof the bank of the official connection der of Geo. Keidan," etc., and was of the signers with such association was admissible.

In Brockway v. Allen, 17 Wend. (N. Y.) 40, where the makers of a note appended to their signatures the words Trustees of the Baptist Society," it was held that they were entitled to show by proof that there was a corporation called the Trustees of the First Baptist Society of the Village of Brockport; that they were its trustees; that the note was given by them in their official capacity; and that the plaintiff, the payee, knew this fact.

In the case of Kline v. Bank of Tescott, 50 Kan. 91, 31 Pac. 688, 34 Am. St. Rep. 107, 18 L. R. A. 533, the Supreme Court of Kansas held that when a note is executed by a corporation, and is signed by its president and secretary, and its directors write their names upon the back thereof, as directors, before delivery, extrinsic evidence is admissible between the original parties or any subsequent holder of the note accepting the same as collateral, with full notice of all the facts and circumstances connected with the execution and delivery thereof, not only to show that the president and secretary executed the instrument in their official capacity as officers of the corporation, but also that the directors signed the note on the back thereof solely as officers of the corporation and to bind the corporation only.

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signed "W. S. Winegar, Agt." The court held that the defendant could show by parol testimony that the paper was really that of his principal, who was the real party to the transaction, to the knowledge of the payee. See also Kean v. Davis, 21 N. J. L. 683; Bean v. Pioneer Mining Co., 66 Cal. 451, 56 Am. Rep. 106, 6 Pac. 86; Martin v. Smith, 65 Miss. 1, 3 South. 33; Collender Co. v. Boutell, 45 Minn. 21, 47 N. W. 261; Peterson v. Homan, 44 Minn. 166, 46 N. W. 303; Miller v. Way, 5 S. D. 468, 59 N. W. 457; Janes v. Citizens' Bank of North Enid, 9 Okla. 546, 60 Pac. 290.

37. Parol evidence inadmissible.But where neither the name of the principal nor any other circumstance appears on the face of the instrument to connect it with him, extrinsic evidence is inadmissible to show any other intent than that expressed in the instrument to bind the agent, though the word " "agent" is added to the signature. Am. & Eng. Encyc. of Law, Vol. I (Agency), p. 1053.

In the case of Sturdivant v. Hull, 59 Me. 172, 174, the court said: "When a man has deliberately said in writing. I promise to pay,' and a valid consideration for the promise is shown, right and justice are not very likely to be the gainers by allowing him to retract, and to undertake to prove that he did not actually mean, 'I promise,' but that he meant, and the Where individuals subscribe their other party understood that he meant, proper names to a promissory note, that some third party, whose promise prima facie, they are personally lia- the writing does not purport to be, ble, though they add a description of undertook the payment. It is better the character in which the note is that a careless or ignorant agent given; but such presumption of lia- should sometimes pay for his princibility may be rebutted, as between the pal, than to subject the construction original parties, by proof that the note of valid written contracts to the maniwas in fact given by the makers as fold perversions, misapprehensions, agents, with the payee's knowledge. and uncertainties of oral testimony." Haile v. Pierce, 32 Md. 327; McWhirt See also Simpson v. Garland, 72 Me. v. McKee, 6 Kan. 412; Talley v. Bur- 40; Mellen v. Moore, 68 Me. 390; Ross tis, 45 Kan. 147, 25 Pac. 603; Fuller- v. Brown, 74 Me. 352.

There is much confusion among the authorities of the several States respecting the admissibility of parol evidence in such cases, and it is, therefore, well nigh impossible to deduce general rules which can be applied in all cases. One rule is practically of universal application, and that is that where there is nothing in the body of the instrument nor attached to the signatures to show that the promise was made for or in behalf of any person other than the signers, there can be no evidence admitted outside of the instrument itself to show that it was the promise of any persons

In the case of Rendell v. Harriman, Perry Lodge 37, F. & A. M.," which 75 Me. 497, a note reciting, "For value did not recite in the body thereof that received, we promise to pay," etc., it was for or on behalf of such lodge, and signed by several persons who was held to be the personal obligation designated themselves as "President of the signers, and parol evidence was and Directors of Prospect and Stockton Cheese Company," it was held that there being nothing in the body of the note, nor attached to the signatures, to show that the promise was made for or in behalf of any person other than the signers, evidence to show that it was the promise of the cheese company and not of the individual signers was not admissible.

held inadmissible to show that the parties intended and supposed it to be the note of the lodge, and agreed that such should be its effect. Williams v. Second Nat. Bank of Lafay ette, 83 Ind. 237.

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In the case of Slawson v. Loring, 5 Allen (Mass.), 340, 81 Am. Dec. 750, the court says: The rule excluding all parol evidence to charge In Illinois it is said: "Whatever any person as principal, not disclosed may be the decisions elsewhere on on the face of the note or draft, rests analogous questions, the authorities in on the principle that each person who this State are full to the point that a takes negotiable paper makes a conparty will not be permitted to show tract with the parties on the face of by oral testimony that his written the instrument, and with no other agreement, understandingly entered person." into, was not in fact to be binding upon him. Accordingly, it was held in Hypes v. Griffin, 89 Ill. 134, 31 Am. Rep. 71, mainly on the authority of Powers v. Briggs, 79 Ill. 493, 22 Am. Rep. 175, that where trustees of a church corporation made a note in their individual names, although they described themselves as trustees of the church, parol evidence was inadmissible to show it was the intention of the parties that it was to be the note of the church corporation and not the note of the trustees executing it. The principle running through that and other cases is that such instruments will be construed as the parties made them, without the aid of extrinsic evidence. That rule of interpretation would seem to be as well settled in this State as any rule can be." Scanlan v. Keith, 102 Ill. 634, 40 Am. Rep. 624.

In Indiana, a note signed by certain persons with the words "Trustees of

A bill of exchange drawn on the P. Insurance Company by their agents, F. & Co., and ending thus: Charge the same to account of F. & Co., agts. P. Ins. Co.," binds F. & Co. personally as drawers, although delivered by the insurance company to the payee in payment of a loss on one of their policies; and cannot be shown by parol evidence not to have been intended by the parties to create a debt against any one but the company. Tucker Mfg. Co. v. Fairbanks, 98 Mass. 101. also Williams v. Robbins, 16 Gray (Mass.), 77; Forster v. Fuller, 6 Mass. 58; Fuller v. Hooper, 3 Gray (Mass.), 334; Davis v. England, 141 Mass. 587, 6 N. E. 731; Bartlett v. Hawley, 120 Mass. 92.

See

The following cases are cited upon the general proposition that no evidence is admissible to vary the terms of a negotiable instrument which upon its face purports to be that of the signer, notwithstanding the annexing