other as 'Treas.,' were made individually defendants. They defended on the ground that they made the note as officers of the Ridgewood Ice Company and did not become personally liable thereby for the debt represented. "Where a negotiable promissory note has been given for the payment of a debt contracted by a corporation, and the language of the promise does not disclose the corporate obligation, and the signatures to the paper are in the names of individuals, a holder, taking bona fide and without notice of the circumstances of its making, is entitled to hold the note as the personal undertaking of its signers, notwithstanding they affix to their names the title of an office. Such an affix will be regarded as descriptive of the persons and not of the character of the liability. Unless the promise purports to be by the corporation, it is that of the persons who subscribe to it; and the fact of adding to their names an abbreviation of some official title has no legal signification as qualifying their obligation, and imposes no obligation upon the corporation whose officers they may be. This must be regarded as the long and well-settled rule (Byles on Bills, Sec. 36, 37, 71; Pentz v. Stanton, 10 Wend. 271; Taft v. Brewster, 9 Johns. 334; Hills v. Bannister, 8 Cow. 31; Moss v. Livingston, 4 N. Y. 208; De Witt v. Walton, 9 id. 571; Bottomley v. Fisher, 1 Hurlst. & Colt. 211). It is founded in the general principle that in a contract every material thing must be definitely expressed, and not left to conjecture. Unless the language creates, or fairly implies, the undertaking of the corporation, if the purpose is equivocal, the obligation is that of its apparent makers.

"It was said in Briggs v. Partridge, 64 N. Y. 357, 363, that persons taking negotiable instruments are presumed to take them on the credit of the parties whose names appear upon them, and a person not a party cannot be charged, upon proof that the ostensible party signed, or indorsed, as his agent. It may be perfectly true, if there is proof that the holder of negotiable paper was aware, when he received it, of the facts and circumstances con

nected with its making, and knew that it was intended and delivered as a corporate obligation only, that the persons signing it in this manner could not be held individually liable. Such knowledge might be imputable from the language of the paper in connection with other circumstances; as in the case of Mott v. Hicks, 1 Cowen, 513, where the note read, "the president and directors promise to pay,' and was subscribed by the defendant as 'president.' The Court held that that was sufficient to distinguish the case from Taft v. Brewster, supra, and made it evident that no personal engagement was entered into or intended. Much stress was placed in that case upon the proof that the plaintiff was intimately acquainted with the transaction out of which arose the giving of the corporate obligation.

"In the case of the Bank of Genesee v. Patchin Bank, 19 N. Y. 312, referred to by the appellant's counsel, the action was against the defendant to hold it as the indorser of a bill of exchange, drawn to the order of 'S. B. Stokes, Cas.,' and indorsed in the same words. The plaintiff bank was advised, at the time of discounting the bill, by the president of the Patchin Bank, that Stokes was its cashier, and that he had been directed to send it in for discount, and Stokes forwarded it in an official way to the plaintiff. It was held that the Patchin Bank was liable, because the agency of the cashier in the matter was communicated to the knowledge of the plaintiff as well as apparent.

"Incidentally, it was said that the same strictness is not required in the execution of commercial paper as between banks, that is in other respects, between individuals.

"In the absence of competent evidence showing or charging knowledge in the holder of negotiable paper as to the character of the obligation, the established and safe rule must be regarded to be that it is the agreement of its ostensible maker and not of some other party, neither disclosed by the language, nor in the manner of execution. In this case the language is 'we promise to

pay,' and the signatures by the defendants Clark and Close are perfectly consistent with an assumption by them of the company's debt.

"The appearance upon the margin of the paper of the printed name 'Ridgewood Ice Company' was not a fact carrying any presumption that the note was, or was intended to be, one by that company.

"It was competent for its officers to obligate themselves personally, for any reason satisfactory to themselves, and, apparently to the world, they did so in 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.

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Question 254: (1) Redraft the note in the above case so that there would be no question that the corporation was liable and that the president and treasurer were not liable.

Case 255. Barlow v. Cong. Soc., 90 Mass. 460.

Facts: Contract brought by the administrator of the estate of Reuben Barlow against the Congregational Society in Lee, upon the following promissory note:

"$23.00. Lee, April 26, 1858. On demand I as treasurer of the Congregational Society, or my successors in office, promise to pay Erastus Hall or order twentythree dollars, value received. with interest. Samuel S. Rogers, Treasurer."

The declaration alleged that the defendants, for value received by them, made the note by Samuel S. Rogers, their treasurer and agent, duly authorized; and that it was duly indorsed to the plaintiff's intestate. The defendants filed a general demurrer, which was overruled in the superior court, and judgment rendered for the plaintiff; and the defendants appealed to this court.

Point Involved: In what form an agent should execute a negotiable instrument of his principal in order to bind said principal. Whether the instrument set out in the above facts binds the principal or the agent.

GRAY, J.: "It is well settled in this commonwealth that the question whether a principal or his agent is the

party liable upon a negotiable note or bill of exchange must be ascertained from the instrument itself, at least when both are in law capable of contracting and it is not pretended that either has adopted the name of the other as his own for the purpose of transacting business. This exception to the general rule which governs other parol (or unsealed) agreements is derived from the nature of negotiable paper, which, being made for the very purpose of being transferred from hand to hand, and of giving to every successive holder as strong a claim upon the maker as the original payee had, must indicate on its face who the maker is; for any additional liability of the principal, not expressed in the form of such a note or bill, would not be negotiable; and any ambiguity arising upon the face of the writing in determining whether it is the promise of the principal or of the agent, must, on the ordinary principles of the law of evidence, be solved without the aid of extrinsic testimony.

It has indeed been adjudged by the supreme court of the United States, as well as by this court, that on commercial paper payable to 'A. B., cashier,' the bank, although not named in the instrument, might maintain an action. Whether those decisions stand upon the peculiar relation between a bank and its cashier, or (as the opinions imply) upon a general right of any principal to sue upon negotiable paper made to his agent, we need not here inquire.

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"All the decisions of this court upon unsealed instruments since the case of Mann v. Chandler have required something more than a mere description of the general relation between the agent and the principal, in order to make them the contracts of the latter. Thus an agreement which declares the signers to be a committee of a certain town, or trustees of a particular meeting-house, and is signed with their own names, without addition, is their individual contract. So a promissory

note, in the body of which the principal is not named, and which is signed by the agent in his own name, does

not, by the mere addition to his signature of the words, 'trustee' or 'president' of a particular railroad corporation, become the note of the corporation.

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"Upon the question what words in a simple contract, made by the hand of an agent of an individual or a private corporation, will bind the principal, the line of distinction between the cases, even in the same court, is very narrow. Thus it is well settled that a promissory note made by an agent, without naming his principal in the body of it but signed 'For C. D., A. B.,' or 'A. B., agent for C. D.,' or 'A. B., for C. D.' is the note of C. D. the principal. But it seems to be equally well settled in this court, and supported by English authority, that the mere insertion of 'for,' or 'for and in behalf of' the principal, in the body of the note, does not måke it the contract of the principal, if signed by the mere name of the agent, without addition. So a direction in a bill of exchange drawn by an agent to place the amount 'to the account' of his principal, has been held not to exempt an agent, signing his own name without addition,

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"The case now before the Court is stronger against the principal than any of these. The note is dated at Lee, and calls the person who affixes the signature 'treasurer of the Congregational Society,' thus distinctly naming the Congregational Society in Lee, and showing who the principal is; the promise contained in the note is expressed to be made by the writer 'as treasurer of' that society; it does not promise a payment by the present treasurer at all events, but by him 'or his successors in office,' which could not be if the note were merely his personal act, and not the act of the corporation whose agent he was; and the designation of his office is repeated after his signature. In short, the note not only names the principal, describes the relation between the principal and agent, and declares the note to be made in execution