Morell v. Codding

86 Mass. 403 | Mass. | 1862

Dewey, J.

The question here is, whether the form of this instrument does or does not import a personal contract on the part of the signers. Such liability may be created, although in fact the signers were agents authorized to contract for and bind their principal. Whether such a personal liability attaches in any particular case presented may often be a question of embarrassment and difficulty. We are to seek the intent of the parties ; but that intent is to be drawn from the language of the instrument.

The present case lacks one element, which, where it exists, is usually decisive of the character of the promise; that is, the introduction of the name of a principal as a part of the signature, as in the case of Long v. Colburn, 11 Mass. 97, where the form of the signature was “pro William Gill — J. S. Colburn,” and in Emerson v. Providence Hat Manufacturing Co. 12 Mass. 237, where the promissory note was signed “ for the Providence Hat Manufacturing Company — Frink Roberts; ” or the case of Ballou v. Talbot, 16 Mass. 461, where the signature was “ Joseph Talbot 2d, agent for David Perry; ” and the case of Rice v. Gove, 22 Pick. 158, signed “ Patten & Johnson, for Ira Gove; ” in all of which cases it was held by this court to be the contract of the principal, and not of the agent.

The signatures of the present defendants are bald signatures of their own individual names, and nothing more. While it does not follow that where the words “ Trustee,” “ Guardian of A. B.,” “ President of Eastern Railroad,” and the like, are added to the name of the signer, it will avoid personal responsibility if the promise be a personal one, it is a very significant fact to fix such personal responsibility on the signer, that the name of another party does not appear in the signature. Hence in the case of a promise in the ordinary language of a promissory note, and a bald signature thereto, it must be taken to be the promise of the signer, and he cannot resort to oral evidence to show that in fact he was but an agent acting in behalf of another person, who was the real contractor.

The further inquiry is, whether there is in the body of this note any such recital as will relieve the signers from personal responsibility.

It is not enough to avoid personal liability that the maker recites that the promise is made by him “ as Guardian of A. B.; ” Forster v. Fuller, 6 Mass. 58; or that the promisors describe themselves in the body of the note as “ Trustees for the Proprietors of the new Congregational meeting-house;” Packard v. Nye, 2 Met. 47; or as a “ Committee of the town of Wayland; ” Simonds v. Heard, 23 Pick. 120. The words, “ We, f.he prudential committee,” set forth in this promise, clearly are not sufficient to relieve the signers in the present case. We are brought to the single inquiry whether the words, “for and in behalf of the Baptist Church in Lee,” found in the body of the note, change its character. Had these words immediately preceded or followed the names of the signers, with the “ by ” or “ for,” it would have been the promise of the Baptist Church in Lee.

In the case of Bradlee v. Boston Glass Manufactory, 16 Pick. 347, the words were, “ We jointly and severally promise to pay Messrs. J. & T. Bradlee or order, for the Boston Glass Manufactory ; ” and it was urged that this sufficiently indicated that the signers were agents, although they signed merely their indi vidual names. The court there said: “ The words, ‘ for the Boston Glass Manufactory,’ if they stood alone, would perhaps lea ve it doubtful and ambiguous whether they meant to bind-themselves as promisors to pay the debt of the company, or whether they meant to sign a contract for the company, by which they should be bound to pay their own debt; though the place in which the words are introduced would rather seem to warrant the former construction.” But as the note was “ the joint and several” promise of the signers, for that reason, in connection with the form of the signature, the words, “ for the Boston Glass Manufactory,” in the body, did not control, and it was held the personal note of the signers.

Although not precisely in the form of the present note, yet in principle the cases before cited of Simonds v. Heard and Packard v. Nye would seem to govern this. Enough there appeared to apprise the payee that the signers were agents, and not principals, in the business in relation to which the notes were given; but the court held that to be immaterial, if the signers, in the form they adopted for the contract, assumed upon themselves a personal promise. Such seems to be the case here; and, considering this promise of a similar character, the signers must be personally charged.

We have not overlooked the case of New England Marine Ins. Co. v. De Wolf , 8 Pick. 60, which may be thought somewhat at variance with the other cases. The contract in that case was in this form : “ By authority from J. D., I hereby guarantee the payment of this note. I. C.” The signature itself in that case was without any addition thereto beyond the name of the signer. But the introductory part, “ by authority from J. D.,” was held to qualify and control the whole instrument, and to constitute J. D. the principal.

As to the effect of the words, “ for and in behalf of the Baptist Church,” in the present case, we may also refer to the case of Norton v. Herron, 1 C. & P. 648, where the words were, “ An agreement made between George Herron, in behalf of Edward Barron, of the one part,” in which the said George Herron stip ulated to make a certain lease, and notwithstanding the recital that he was acting in behalf of a principal named, yet it was held to be a personal obligation.

Aware of the difficulties in questions of this nature, and that there is not entire harmony in the various decisions, we have adopted that result which seems most in accordance with ara own adjudications.

Demwrrer overruled.