An agent is not personally liable, unless he transcends his agency, or departs from its provisions, (h) or unless he expressly pledges his own liability, (i) in which case he is liable although he describes himself as agent, (k) or unless he conceals his character of agent (l) or unless he so conducts as to render

(h) Feeter v. Heath, 11 Wend. 477; Johnson v. Ogilby, 3 P. Wms. 279; Jones v. Downman, 4 Q. B. 235, n. (a). The decision of the Queen's Bench in this case was afterwards reversed in the Exchequer Chamber on a special ground, but the doctrine of law does not seem to be impugned. - But the departure from authority, to charge the agent, must not be known to the other contracting party. Story on Agency, § 265, recognized by Lord Denman, in Jones v. Downman, 4 Q. B. 239.

(i) If an agent, executing a contract in writing, use language whose legal effect is to charge him personally, it is not competent for him to exonerate himself by showing that he acted for a principal, and that the other contracting party knew this fact at the time when the agreement was made and signed. Magee v. Atkinson, 2 M. & W. 440; Jones v. Littledale, 6 A. & E. 486; Higgins v. Senior, 8 M. & W. 834; Appleton v. Binks, 5 East, 148; which was the case of a contract under seal; Chadwick v. Maddon, 12 E. L. & E. 180; Tanner v. Christian, 4 E. & B. 591; Hancock v. Fairfield, 30 Me. 299. See also Duvall v. Craig, 2 Wheat. 56; Tippets v. Walker, 4 Mass. 595; Forster v. Fuller, 6 Mass. 58; White v. Skinner, 13 Johns. 307; Stone v. Wood, 7 Cowen, 453; Andrew v. Allen, 4 Harring. 452; Potts v. Henderson, 2 Cart. (Ind.) 327; Fash v. Boss, 2 Hill (S. C). 294. And see Christoffersen v. Hansen, L. R. 7 Q. B. 509; Long v. Millar, 4 C. P. D. 450; Guernsey v. Cook, 117 Mass. 548; Worth-ington v. Cowles, 112 Mass. 30.

(k) Seaver v. Coburn, 10 Cush. 324; Tanner v. Christian, 4 E. & B. 591; Len-nard v. Robinson, 5 E. & B. 125; Taylor v. Shelton, 30 Conn. 122.

(/) Nixon v. Downey, 49 Ia. 166; Frank-lyn v. Lamond, 4 C. B. 637, where it was held that the fact of selling as auctioneers was not such an indication of agency as to absolve the defendants from personal responsibility. - In an action for use and occupation of lands by the sufferance and permission of the plaintiffs, it appeared that the lands were let by auction by the plaintiffs, E. & T., who were auctioneers, to the defendant, under conditions which stated the letting to be "By E. & T., auctioneers." One of the conditions was, " The rent is to be paid into the hands of E. or T., auctioneers, or to their order, at two payments," etc. At the foot of the document was written, " approved by me, David Jones." Jones was the tenant at the time of the sale. Nothing else appeared in the conditions to show on whose behalf the letting was. The plaintiffs gave evidence to show that Jones, being indebted to them, had authorized them to let the lands as above, pay the rent due to Jones's landlord, and retain any surplus in satisfaction of their own debt. Evidence to a contrary effect was given by the defendant. The judge in summing up left it to the jury whether the plaintiffs had let the lands on their own behalf and as creditors of Jones, or merely as his agents. The jury found a letting by the plaintiffs on their own behalf. Held, that the conditions imported a letting by Jones, E. and T. acting as his agents; and that the document ought to have been so explained to the jury. And a new trial was granted. Evans v. Evans, 3 A. & E. 132. - The agent is, perhaps, in like manner liable (at the option of the party contracting with him) if he do not state the name of the principal, and notwithstanding the other contracting party have the means of knowing the principal. Thompson v. Davenport, 9 B. & C. 78; Owen v. Gooch, 2 Esp. 567; Raymond v. Proprietors of Crown and Eagle Mills, 2 Met. 319, Winsor v. Griggs, 5 Cush. 210; Taintor v. Prendergast, 3 Hill (N. Y.) 72; Cobb v. Knapp, 71 N. Y. 621.

*his principal inaccessible or irresponsible, (m) or unless he acts in bad faith. If a sealed instrument is executed by an agent, and it contain covenants which expressly purport to he those of the principal, and the agent in executing it calls himself an agent, he is not liable on those covenants; (n) but if they are not expressly the principal's covenants, the agent is liable on them. (o) If a person dealing with an agent knows his agency, his rights and obligations will be the same as if the agent disclosed it, (p) unless the agent purposely represents himself as a principal and assumes the responsibility of one. And if the agent's act be open to two constructions, one of which binds him, and the other binds the principal, it is said that the law-prefers the latter. (q)

If a party dealing with an agent as agent, and knowing that the principal is bound, takes the agent's note, it is held that the principal is discharged. (?•)

If one describes himself as agent for some unnamed principal, he is of course liable if proved to be the real principal. (s) So he is if he signs as agent of a company which has no existence, or has no power to make the contract. (ss) And one acting as agent is liable personally, if it be shown that he acts without authority. (t) But it seems to be law, that an

(m) Ashhurst, J., Fenn v. Harrison, 3 T. R. 761; Savage v. Rix, 9 N. H. 263; Sydnor v. Hurd, 8 Tex. 98; Keener v. Harrod, 2 Md. 63.

(n) Hopkins v. Mehaffy, 11 S. & R. 126.

(o) Hancock v. Hodgson, 4 Bing. 269; Stone v. Wood, 7 Cowen, 453; Spencer v. Field, 10 Wend. 87; Snow v. Orleans, 126 Mass. 453; Quigley v. l)e Haas, 82 Pa. 267.

(p) Chase v. Debolt, 2 Oilman, 371.

(q) Dyer v. Burnham, 25 Me. 13.

(r) Paige v. Stone, 10 Met. 160; Wil-kins v. Reed, 6 Greenl. 220; Green v. Tanner, 8 Met. 411.

(s) Schmalz v. Avery, 16 Q. B. 655; Carr v. Jackson, 7 Exch. 382.

(ss) Woodbury v. Blair, 18 Ia. 572. See Blakely v Bennecke, 59 Mo. 193.