Sec 810a

So far as concerns the respective liabilities of principal and agent on paper executed by the latter, the distinctions are obvious.7 A person who defines himself in a negotiable note or bill as treasurer or agent of a designated corporation, and signs the paper as such, binds not himself but the corporation.8 But it is otherwise where the party signs simply as Only parties to a contract can be sued on it.

Illustrated in case of agents signing in their own names.

1 Leake. 2d ed. 444; Dicey, ut supra, 225; Southampton V. Brown, 6 B. & C. 718; Chesterfield Colliery V. Hawkins, 3 H. & C. 677; Hartzell V. Saunders, 49 Mo. 433; supra, sec 674.

2 Wh. on Agency, sec 464; supra, sec 802; infra, sec 811.

3 Storer V. Gordon, 3 M. & S. 322; citing 2 Inst. 673; supra, sec 788.

4 Leake, Cont. 2d ed. sec 446; State V. Nashville, 2 Tenn. Ch. 755.

5 Nixon V. Cobleigh, 52 Ill. 387; Aultman V. Richardson, 7 Neb. 1.

6 See supra, sec 804.

7 See supra, sec 134, 802.

8 Lindus V. Melrose, 3 H. & N. 177; Bowen V. Morris, 2 Taunt. 374; Mann V. Chandler, 9 Mass. 335; Fiske V. Eldredge, 12 Gray, 474; Mott V. Hicks, 1 Cowen, 513; Brockway V. Allen, 17 Wend. 40; Lazarus V. Shearer, 2 Ala. N. S. 718; Hawk V. Marion Co., 48 Iowa, 472. In Simpson V. Garland, 72 Me. 40, the note read as follows: "1000, Carmel, April 22, 1877, for value received, we, the subscribers for Carmel Cheese Manufacturing Co., promise to pay William Simpson, or order, one thousand dollars in six months from date with interest. F. A. Simpagent,1 and where the note can only be made operative by charging the party signing.2 Liability attaches, also, to a son, Rufus Work, A. S. Garland." It was held the note was the note of the Carmel Cheese Manufacturing Co. and not that of the signers, it appearing that the signers were directors of the company, and authorized to make the note for the company, and that it was given for money appropriated for the use of the company.

" The defendants," so it was said in the opinion of the court, "sign their own names only; but in the body of the note they say, 'we, the subscribers, for the Carmel Cheese Manufacturing Company, promise to pay.' If the words 'for the Carmel Cheese Manufacturing Company,' had been omitted from the body of the note, and had been written against the defendant's signatures, the authorities are quite uniform that the note would be the note of the company, and not of the defendants. Sturdivant V. Hull, 59 Maine, 172; Atkins V. Brown, id. 90; Sheridan V. Carpenter, 61 id. 83; Winship V. Smith, id. 121; Ballou V. Talbot, 16 Mass. 461; Tucker Manufacturing Co. V. Fairbanks, 98 id. 101; Morell V. Codding, 4 Allen, 403; Draper V. Mass. Steam Heating Co., 5 id. 338.

"By the rule laid down in Noble-boro' V. Clark, supra, the words used in the body of the note tending to show the meaning of the parties, should have the same force and effect as if following, or written against the defendants' signatures. Their meaning is as significant in the one case as in the other." On the last point, however, see Morell V. Codding, 4 Allen, 403, contra. In Mellen V. Moore, 68 Me. 390, a note in the plural, " we promise," etc., signed "M. treasurer of the D. Association," was held to be the note of M. and not of the association.

1 Williams V. Robbins, 16 Gray, 77; Dubois V. Canal Co., 4 Wend. 285; Quigley V. De Haas, 82 Penn. St. 267; Bickford V. Bank, 42 Ill. 238; Scott V. Baker, 3 W. Va. 495.

2 In Wing V. Glick, Sup. Ct. Iowa, 1881, the suit was on the following contract: "State of Iowa, County of Jones, Township of Hale. Mr. S. J. Wing, 132 South Clark Street, Chicago, Illinois. Dear Sir: Please deliver to W. H. Glick, at his residence, nine sets of national business and primary charts, at $36 per set - $324; and we agree to pay for said goods on the first day of March, 1879, with interest at six per cent. after due. W. H. Glick, President School Board. I. B. South-wick, Sec'y School Board." The defendants averred that the contract was not theirs, but the contract of the district township of Hale. But they were held liable personally. "It is well settled," so said Adams, C. J., "that where a person in executing a contract describes himself as agent without disclosing his principal, the contract becomes the personal obligation of the maker and no one else. Kenyon V. Williams, 19 Ind. 44. The case before us is not essentially different. The defendants describe themselves as officers, but the contract neither shows nor indicates the corporation of which they are officers. Some authorities have gone so far as to hold that the officer incurs a personal obligation, even where, in the description of himself, he fully sets out the corporation of which he is an officer. In Ins. Co. V. Newhall, 1 Allen, 130, the note upon which the action was brought was signed: 'Cheever Newhall, President of the Dorchester Avenue R. R. Co.' As the note conparty signing as "executor of C. D.," he having no power as executor to issue paper.1 It has also been held that the mere attaching of a title to the signer's name, such as "treasurer," or "director," does not itself shift the liability from the signer to the company of which he is the officer, unless in the body of the instrument he states that he signs for the company, or unless it should appear that he was known by the parties to be acting as agent for the company.2 But it has been ruled to be otherwise when it is shown that the party signing has been in constant habit of signing notes in this way, which have been regularly paid.3 - It follows, a fortiori, that the party signing is liable when there is no indication tained no words in the body thereof purporting to bind the Dorchester Avenue Railroad Company, it was held to be the personal obligation of the maker. The same rule was held in Fiske V. Eldridge, 12 Gray, 476, where the note was signed: 'John S. Eldridge, Trustee of Sullivan R. R.;' and in Sturdivant V. Hull, 59 Me. 172, where the maker described himself as 'Treasurer of St. Paul's Parish;' and in Barker V. Ins. Co., 3 Wend. 94, where the maker described himself as ' President of the Mechanics' Fire Ins. Co.;' and in Powers V. Briggs, 79 Ill. 493, where the makers described themselves as ' trustees of' a specified church; and in Moss V. Livingston, 4 Comst. 208, where an acceptor described himself as 'President of Rosen-dale Manufacturing Company.' See, also, Hays V. Crutcher, 54 Ind. 260; and Gregory V. Leigh, 33 Texas, 813. The defendants rely upon Lacy V. Lumber Co., 43 Iowa, 510. Whether that case can be reconciled within the cases above cited, we need not determine. Conceding that it holds a very different rule, it is not authority for the defendants. The note in that case, it was held, appeared upon its face to be the obligation of the defendant corporation, at least with an explanation of abbreviations used. In our opinion, the defendants in the case at bar, in executing the contract, assumed a personal obligation, and it was not proper, we think, to allow them to show by parol that such was not in fact the understanding." See, also, Hayes V. Matthews, 63 Ind. 412; Cohokea V. Rantenburg, 88 Ill. 219.