Crelier v. Mackey

243 Pa. 363 | Pa. | 1914

Opinion by

Mr. Justice Brown,

Though the agreement in this case was written on a letterhead of the Thomas R. Mackey Baking Company, and Thomas R. Mackey, the appellant, is therein described as president of that company, it is not a contract between the said company and the appellee, nor is there anything in it showing an intention of the parties to it that Crelier, the appellee, should look to the company for payment of the sum for which he sues. Mackey, as an individual, agreed, without condition, in a separate clause of the contract, that he would pay the appellee $1,400 five years from August 1, 1905, and to the agreement he appended his individual signature, without adding anything thereto to indicate that he did not intend to be personally bound. As the agreement is free from all ambiguity, it was for the court to construe it, and it was properly construed to be the personal obligation of the appellant.

The disallowed offer, which is the subject of the first assignment of error, was to show that the agreement was not what it clearly purported to be, but that the appellant had executed it as the mere representative of the Thomas R. Mackey Baking Company, and that this fact was known to the appellee at the time it was executed. If tbe offer bad been allowed, permission would have been given tbe defendant to vary and contradict tbe terms of a plain contract and to substitute for it another, upon wbicb tbe appellee would baye no cause of action against tbe appellant. With no averment in tbe affidavit of defense, and with no offer on tbe trial to prove that there bad been any fraud, accident or mistake in tbe execution of the agreement, its plain terms were not to be radically changed by parol: Hunter v. McHose, 100 Pa. 38; Wodock v. Robinson, 148 Pa. 503; Krueger v. Nicola, 205 Pa. 38; Lowry v. Roy, 238 Pa. 9. Tbe meaning of tbe parties to the agreement is conclusively presumed to have been set forth in its written words, and, as they speak for themselves, their meaning was for tbe trial judge.

Judgment affirmed.