(w) 8 Pick. 56; Northampton Bank v. Pepoon, 11 Mass. 288, 292.

(x) In favor of this rule may be cited Humble v. Hunter, 12 Q. B. 310; Hig-gins v. Senior, 8 M. & W. 834; Trueman v. Loder, 11 A. & E. 594. -In Beckham v. Drake, 9 M. & W. 79, where it was decided that a partner might be held liable upon a written contract, signed by his copartners, but in which his name did not appear, Lord Abinger, C. B., and Parke, B., took occasion to consider the case upon the principles of Agency. They admitted that in the case of a bill a third * party, a letter of the agent informing the prin- cipal of his action with the reply of the latter approving of exchange or promissory note, none but the parties named in the instrument by their name or firm, can be made liable to an action upon it, but were of opinion that all other written contracts, not under seal, stand upon the same footing with regard to the parties who may be sued upon them, as contracts not written. The weight of American authority is as yet opposed to the admission of parol evidence to charge an unnamed party. Many of the cases in which this broad doctrine was laid down by our courts, were cases of mercantile paper, yet the decisions evidently were not rested upon the peculiar character of this class of instruments. Whether American courts will be inclined hereafter to follow the English judges, and draw a line of distinction which shall leave ordinary written contracts open to the admission of new parties, remains to be seen. It is certain, however, that considerations deserving great attention may be urged against the admissibility of parol evidence to charge with liability upon a written contract a party not referred to be in it. See Long v. Colburn, 11 Mass. 97; Lerned v. Johns, 9 Allen, 419; Stackpole v. Arnold, 11 Mass. 27; Bradlee v. Boston Glass Co. 16 Pick. 350: Savage v. Rix, 9 N. H. 263; Minard v. Mead, 7 Wend. 68; Spencer v. Field, 10 Wend. 87; United States v. Parmele, Paine, C. C. 252; Fenly v. Stewart, 5 Sandf. 101; Chandler v. Coe, 54 N. H. 561. In Finney v. Bedford Commercial Ins. Co. 8 Met. 348, it was held, that when a part-owner of a vessel or its outfits effects insurance thereon in his own name only, and nothing in the policy shows that the interest of any other person is secured thereby, an action on the policy cannot be maintained in the names of all the owners, upon parol evidence that such part-owner was their agent for procuring insurance and that his agency and their ownership were known to the underwriters, and that the underwriters agreed to insure for them all, and that it was the intention of all the parties, in making the policy, to cover the interest of all the owners. And with this recent case agrees the decision of the Supreme Court in Graves v. Boston Mar. Ins. Co. 2 Cranch, 419, 439. But in Huntington v. Knox, 7 Cnsh. 371, which was an action by the plaintiff to recover the price of certain bark sold and delivered to the defendant under a contract in writing, by which one Geo. H. Huntington acknowledged to have received of the defendant a partial payment of $25, and in consideration thereof, agreed to deliver to the defendant the bark in question, it was decided that the plaintiff, Mehitabel Huntington, might show by parol evidence that the contract was made by Geo. H. Huntington on her account, and that the bark delivered was her property, and that she was entitled to recover on the contract. Shaw, C. J., relies upon the case of Higgins v. Senior, and states the principle broadly thus: " Where a contract is made for the benefit of one not named, though in writing, the latter may sue on the contract jointly with others or alone, according to the interest. The rights and liabilities of a principal upon a written instrument executed by his agent do not depend upon the fact of the agency appearing on the instrument itself, but upon the facts, first, that the act is done in the exercise, and second, within the limits of the powers delegated; and these are necessarily inquirable into by evidence." And see National Ins. Co. v. Allen, 116 Mass. 398. Newcomb. v. Clark, 1 Denio, 226, was an action by C. upon an agreement in writing with P., who, it was in proof, was C.'s agent. Held, that an action upon an express contract (not being a negotiable instrument), must be brought in the name of the party with whom it was made; and it is not competent to show by parol that the promisee was the agent of another person for the purpose of enabling such person to maintain an action. And in Fenly v. Stewart, 5 Sandf. 101, which was an action of assumpsit to charge the defendants as principals upon a contract with A. W. Otis & Co., to deliver 25,000 bushels of oats to the plaintiffs, and in which the Messrs. Otis were introduced and testified that at the time they signed the written agreement for the sale and delivery of the oats in their own name, they were the agents of the defendants; it was decided that the plaintiff's could not recover, and the court, denying the dictum of Baron Parke, in the case of Biggins v. Senior, that it is competent h\ parol proof to charge a party upon a contract in writing made by another person in his own name, stated the rule to be, "that where a contract is reduced to writing, whether in compliance with the requisitions of the Statute of Frauds or not, and it is necessary to sue upon the writing itself, there you cannot go out of the writing, or contradict or alter it by parol proof, and consequently cannot recover thereof, will be evidence of the agent's authority; even though the terms stated in the * letter be not precisely . those of the transaction, if the latter be not unreasonable nor unusual and in substance the same. (y)

1 Even in the case of sealed instruments it is not essential that the agency should be stated in the body of the instrument. Northwestern Distilling Co. v. Brant, 69 Ill. 658. See also Shanks v. Lancaster, 5 Gratt. 110.

The case of an attorney for a corporation executing a deed of their land, under his own name and seal, is considered in the chapter on Corporations. (yy)

The case sometimes occurs where a person holding some office, signs his name, adding to it the name of his office, for the purpose of representing himself as an official agent, and preventing his personal liability. But this mere addition seldom has this effect, being usually regarded only as a word of description. (z) So if he adds only the word "trustee," or even " agent," it has been said that he is held personally; but this is sometimes denied. (zz) 1 If the plaintiff knew that the agent acted only in against a party not named in the writing; but where the contract of sale has been executed so that an action may be maintained for the price of the goods irrespective of the writing, there the party who has had the benefit of the sale may be held liable, unless the vendor, knowing who the principal is, has elected to consider the agent his debtor." The true principle upon which this seeming contrariety of opinion may be reconciled, would appear to be that laid down in the case of Fenly v. Stewart, and may be stated thus: where a contract is reduced to writing, and an action is brought upon the writing itself, no other persons can be made parties than those named in the instrument, but when a right of action exists independent of the writing, which is merely offered as evidence tending among other things, to establish that right, then the party having the legal interest or liability, and for whom the contract was actually made, may sue or be sued, although not named in the writing. But Hubbert v. Borden, 6 Whart. 79; Violett v. Powell, 10 B. Mon. 347; Brooks v. Minturn, 1 Cal. 481; and Cothay v. Fennell, 10 B. & C. 671, are authorities to show that an unnamed principal may come in to take the benefit of a written contract with an agent, who acted in his own name. And see Nicoll v. Burke, 78 N. Y. 580.

(y) Campbell v. Hicks, 4 H. & N. (Exch.) 851.

(yy) See post, p. and note.

(z) Mare v. Charles, 5 E. & B. 978. See post, p. * 122. Venable & Co. v. Curd & White, 2 Head, 582.

(zz) Bickford v. First, etc. Bank, 42 Ill. 238; Bingham v. Stewart, 13 Minn. 106; Pratt v. Beaupre, 13 Stewart, 187. Held, that he may sign the name of his principal first, and add his own as agent thus: " A, by B, agent," in Smith v. Morse, 9 Wall. 76.

1 An instrument in the form of a note beginning," We as trustees but not individually promise to pay," and signed " A. B. and C, trustees," secured by a mortgage given by A. B. and C. as trustees, does not bind them personally. Shoe & Leather Bank v. Dix, 123 Mass. 148. A mortgage assignment from a loan association, concluding, " In witness whereof the said association, by J. S., its president, duly authorized for this purpose, has hereunto set its seal, and the said J. S., president as aforesaid, has hereunto set his hand," signed " J. S., president of" (giving the association name), and sealed, is in form executed by the association. Murphy v. Welch, 128 Mass. 489. See Fleet v. Murton, L. R. 7 Q. B. 126; Hutchinson v. Tatham, L. R. 8 C. P. 482. A note signed by "A., agent," Bartlett v. Hawley, 120 Mass. 92; by "A., receiver," Towne v. Rice, 122 Mass. 67; by "A., treasurer," Mellen v. Moore, 68 Me. 390; by "A., administratrix," Harrison v. McClelland, 57 Ga. 531; by "A. & B., school trustees," Cahokia Trustees v. Rautenberg, 88 Ill. 219; by "A. & B., trustees of the, etc. Church," Hayes v. Matthews, 63 Ind. 412; or by " A., vestryman, Grace Church," Tilden v. Barnard, 43 Mich. 376, binds the signer personally. A person who describes himself in the body of a contract " as agent," and signs his name without more, is liable personally, Paice v. Walker, L. R. L. R. 5 Ex. 173; but not if he there dethe official capacity which he designates, and accepted the contract as such, the agent would not be held personally.(za) A general rule may be drawn from the cases to this effect; one signing as "agent," without giving the name of his principal, is himself bound. But if he gives the name of his principal, he is himself bound only as agent. (zb)

See further as to the form of the signature, chapter sixth, on Attorneys.