132 Mass. 152 | Mass. | 1882
There can be no question that the bill of lading, under which the plaintiff shipped certain sheep and hogs on board the steamship Atrato, and the special agreement of August 15, 1878, signed by the plaintiff and by the defendants as agents, are to be taken and construed together as one contract. It is true, a blank bill of lading is annexed to the special agreement, and made part thereof, but the written portions of the bill of lading actually signed are immaterial as bearing on the construction of the special agreement; and the principal question to be decided in the case is, whether the defendants, by the terms of the special agreement thus made part of the bill of lading, rendered themselves personally liable to the plaintiff. This question must be determined, as in all other cases, by an examination of the paper itself. Carpenter v. Farnsworth, 106 Mass. 561. We are of opinion that, upon the face of the agreement, it appears to be the contract of the steamship Atrato and her owners, and not the contract of the defendants personally.
The defendants in the body of the agreement disclose their principal, for they describe themselves as agents of the steamship Atrato, and they do not sign the instrument personally, but as agents. The case does not fall, therefore, within that class of cases, cited by the plaintiff, where the instrument does not disclose the name of the principal; Winsor v. Griggs, 5 Cush. 210; Stackpole v. Arnold, 11 Mass. 27; nor within the other class of cases cited, where, although in the body of the instrument it appears, or is to be inferred, that the party signing is
Nor can it be said that the recitals in the body of the instrument, that the defendants were agents of the steamship A trato, and their signature thereto, describing themselves as agents, were mere descriptio personarum, as in Seaver v. Coburn, 10 Cush. 324; Fiske v. Eldridge, 12 Gray, 474; Tucker Manuf. Co. v. Fairbanks, 98 Mass. 101; for the agreement contains express stipulations on the part of the steamship Atrato, and express provisions touching the liability of her owners. As where it recites, “steamer agreeing to put on board a condenser capable of supplying the stock with water in sufficient quantities; ” “ the captain, in case of emergency, is to allow some of his officers or crew to render all the assistance they can in the securing of stock or provender, which may, from stress of weather, or other unavoidable cause, have got adrift; such assistance to be gratuitous, and without liability to ship-owner.” By the agreement the plaintiff is to “find food and attendance in all respects suitable for said stock,” and the agreement provides, “ the attendants of the stock not to exceed in number, to be provided with passage out and return free of charge, but without liability to ship-owner.” The freight is not payable to the defendants, but is payable in London before the cattle are taken ashore, “the steamer having a lien upon the stock until payment.” These and other provisions of similar character relate to the duties and liabilities of the owners of the steamship, and to the carriage and care of the stock, on the voyage, over which the defendants, as agents of the steamship in Boston, have no control, nor have they any interest therein.
Taking all the provisions of the special agreement together, it appears that it was not the intention of the parties that the defendants should be bound personally, but that it was the intention to bind the ship-owners. And the intention is so plainly
Exceptions sustained.
