43 N.J.L. 659 | N.J. | 1881
The opinion of the court was delivered by
This is a plain case. The single question put in debate is whether the bond in suit is the deed of the plaintiffs in error. Taken in its terms, this instrument does not, even by the faintest hint, purport to bind the corporation of which the defendants were trustees. They bind themselves, their heirs, executors- and administrators, jointly and severally, and they sign and seal the paper as individuals. They describe themselves as trustees, and in a rude form, say they bind their successors and assigns. But
If it were proper, which I think it is not, to settle this question in accordance with what the parties to it intended, I should have no doubt as to the responsibility of the defendants, for the conventional language is entirely unambiguous and leads to that result. But the case, I think, should be regarded as standing in a class which does not belong to the field of controversy. When a private agent does not attempt, in a sealed instrument, to bind his principal, and, in terms, imposes the obligation on himself, I regard the rule as entirely settled that he incurs by such act a personal liability. Chief Justice Gibson, in Hopkins v. Mehaffey, 11 Serg. & R. 126, says that such is the legal result and such agent is liable on his express covenant, although he describe himself as contracting for and on behalf of his principal. That this is the English rule appears to be evidenced by a uniform train of decisions beginning with Combes’ Case reported by Lord Coke, 9 Rep. 75, down to the recent case of Furnivall v. Coombes, 5 Man. & Gr. 736. This last case is strikingly indicative of tbe strength of the rule above asserted, and is closely in point with respect to the language creating the personal obligation. The indenture in that case related to the doing of repairs on a parish church, and the defendants covenanted “ for themselves and for their successors, church wardens and overseers of the said parish, and their assigns.” After this covenant thus expressed, there was a proviso to the effect that nothing in this instrument should be construed as imposing any personal covenant or obligation upon the persons executing; but the court held that as a personal obligation was clearly created in the obligatory part of the bond, the proviso was void on the
The judgment should be affirmed.
For affirmance—The Chancellor, Chief Justice, Depue, Dixon, Knapp, Magie, Parker, Reed, Van Syckel, Clement, Cole, Dodd, Green—13.
For reversal—None.
