106 Mass. 561 | Mass. | 1871
The writing sued on, being payable in the alternative to.either of the persons named or order, would seem not to be a negotiable instrument. Osgood v. Pearsons, 4 Gray, 455. But it is immaterial whether it is or is not. If it is, the question who is liable thereon as drawer must in all cases be determined from the instrument itself. Tucker Manufacturing Co. v. Fairbanks, 98 Mass. 101, 104, and authorities there cited. If it is not, there is nothing in the circumstances under which it was made to show an intention to charge the defendant personally,
But we are of opinion that this case does not fall within that class, to 'which all those cited for the plaintiff belong, in which the name of the principal appears upon the instrument by way of mere designation of the general relation which the signer holds to a corporation; and that this check manifests upon its face that the wilting is the act of the principal, though done by the hand of an agent, or, in other words, that it is the check of the .¿Etna Mills, executed by Farnsworth as their treasurer and in their behalf.
The case is not distinguishable from those in which similar instruments have been held by this court to be the contracts of the principal only. The court has always laid hold of any indication on the face of the paper, however informally expressed, to enable it to carry out the intentions of the parties. In Tripp v. Swanzey Paper Co. 13 Pick. 291, a draft not naming the principal otherwise than by concluding “ and charge the same to the Swanzey Paper Company, yours respectfully, Joseph Hooper, Agent,” was held to be the draft of the company. In Fuller v. Hooper, 3 Gray, 334, a draft with the words “Pompton Iron Works ” printed in the margin, and concluding “ which place to account of Pompton Iron Works, W. Burtt, Agent,” was held to bind the proprietor of the Pompton Iron Works; and in Bank of British, North, America v. Hooper, 5 Gray, 567, in which a draft concluding “ and charge the same to account of Proprietors Pembroke Iron Works, your humble servant, Joseph Barr ell,” without otherwise naming a principal or disclosing the signer’s agency, was held to bind him only, it was said by the court that in Fuller v. Hooper the words “Pompton Iron Works” in the margin of the draft; fully disclosed the principal and that the draft was drawn on his behalf. So in Slawson v. Loring, 5 Allen, 340, 343, m which a draft, having the words “ Office of Portage Lake Manufacturing Company, Hancock, Michigan,” printed at the top, was signed “ I. R. Jackson, Agent,” Chief Justice Bigelow
The instrument in question therefore binds the corporation, and not its treasurer personally; the judgment of the superior court must be reversed, and there must be
Judgment for the defendant.