delivered the opinion of the Court:
The contract on its face is the contract of the marching club. Being ambiguous from the nature of its execution, it was proper to admit parol testimony to ascertain the intent of the parties. That defendant acted as the agent of the marching club in making the contract is conceded. It is therefore contended by plaintiff that since defendant represented an organization incapable of being sued, he is personally liable. The rule of agency is well established that where an agent personally enters into a contract with a third party who is ignorant of the existence of the agency, or where the agent falsely contracts as agent where no agency exists, or where one represents himself as agent for a principal who does not exist, or who is not responsible in law, the agent binds himself. But this rule is not without exception, and, in determining the application of the rule, the court will look to the intent of the parties, rather than to the phraseology of the contract or the mere form of its execution. As was said in Whitney v. Wyman, 101 U. S. 392, 25 L. ed. 1050: “If the contract be unsealed and the meaning clear, it matters not how it is phrased, nor how it is signed, whether by the agent for the principal, or with the name of the principal by the agent, or otherwise. The intent developed is alone material, and when that is ascertained it is conclusive. Where the principal is disclosed, and the agent is known to bo acting as such, the latter cannot be made personally liable unless he agreed to be so.”
The present case, we think, is well within the exception to the rule imposing liability upon the agent. Not only was the name of the principal disclosed upon the face of the contract, but the undisputed testimony of the defendant is that when the present contract was made and the $3,000 advanced by defendant was paid over by O’Brien to plaintiff, defendant said: “I am turning this $3,000 over to you, but I am not i'esponsible for anything more in this transaction. That is the end of the responsibility. You can look to the club for the
Plaintiff was charged with constructive notice of the legal infirmities of the marching club; yet with this knowledge of the nature of the organization and the disclaimer of further responsibility on the part of defendant, plaintiff penned the contract himself, in which he contracted with the marching club and undertook to collect from the club the balance due him under the contract. In view of these facts, the law is one way. It is well expressed in the Cyclopedia of Law & Procedure, vol. 31, 1549, as follows: “If, therefore, the agent fully discloses to the third person the facts concerning his authority, so that the latter may have the same opportunity of judging of the sufficiency thereof as the agent himself, or if the third person himself has actual or presumptive knowledge of those facts, the agent cannot be held personally liable, even though the principal be not bound.” This rule is supported by abundant authority, both English and American.
The judgment is affirmed, with costs. Affirmed.
Mr. Chief Justice Shepard took no part in the consideration or decision of this case.