Tucker Manufacturing Co. v. Fairbanks

98 Mass. 101 | Mass. | 1867

Gray, J.

1. The facts proved at the trial were amply sufficient to warrant the finding that presentment for acceptance and notice of nonpayment had been waived. The defendants knew that the bill would not be paid at maturity, and so informed the plaintiffs; and the plaintiffs had the right to rely upon the information so received and omit a useless ceremony which could be of no benefit to themselves or to the defendants. Brett v. Levett, 13 East, 213. Barker v. Parker, 6 Pick. 80 Spencer v. Harvey, 17 Wend. 489.

2. Tt is equally clear that the liability of the defendants as drawers of a negotiable instrument must be determined from the instrument itself. This is too well settled to admit of discussion. There is no distinction in this respect between the drawer of a bill of exchange and the maker of a promissory note. Bank of British North America v. Hooper, 5 Gray, 567. Bass v. O'Brien, 12 Gray, 481. Slawson v. Loring, 5 Allen, 342. Barlow v. Congregational Society in Lee, 8 Allen, 460. Arnold v. Sprague, 34 Verm. 402. Met. Con. 108.

3. The question whether the defendants are liable upon the face of the bill requires more consideration. The difficulty is not in ascertaining the general principles which must govern cases of this nature, but in applying them to the different forms and shades of expression in particular instruments. In order to exempt an agent from liability upon an instrument executed by him within the scope of his agency, he must not only name his principal, but he must express by some form of words that the writing is the act of the principal, though done by the hand of the agent. If he expresses this, the principal is bound, and the agent is not. But a mere description of the general relation or office which the person signing the paper holds to another person or to a corporation, without indicating that the particular signature is made in the execution of the office and agency, is not sufficient to charge' the principal or to exempt the agent from personal liability. Amid the great variety of language which may be used by merchants in haste or thoughtlessness, ignorant or unmindful of legal rules, or not anticipating the importance of holding one party rather than the other responsible, it must often happen that cases fall very near the dividing line; and, in order to maintain uniformity of decision, it is necessary for the court to refer to the cases already adjudicated, especially within its own jurisdiction.

The authority which at first sight seems most strongly to support the position of the defendants is that of Ballou v Talbot, 16 Mass. 461, in which a note signed “ Joseph Talbot, agent for David Perry,” was held not to bind Talbot personally That case has since been recognized and followed in this Com monwealth. Jefts v. York, 4 Cush. 372. Page v. Wight, 14 Allen, 182. But the important and effective word in Ballou v. Talbot was not the word “ agent,” nor the name of the principal, but the connecting word “ for,” which might indeed indicate merely the relation which the agent held to the principal; but which was equally apt to express the fact that the act was done in behalf of the principal, in the same manner as if the words had been transposed thus: “ For David Perry, Joseph Talbot, agent.” See Deslandes v. Gregory, 2 El. & El. 602. This is made manifest by considering that if the word “ agent” had been wholly omitted, and the form of the signature had been simply “ Joseph Talbot, for David Perry,” or “ For David Perry, Joseph Talbot,” it would have been well executed as the contract of the principal, even if it had been under seal, and of course not less so in the case of a simple contract. Long v. Colburn, 11 Mass. 97. Emerson v. Providence Hat Manufacturing Co. 12 Mass. 237. Mussey v. Scott, 7 Cush. 215. Met. Con. 105, 110.

On the other hand, in Hills v. Bannister, 8 Cowen, 31, a note signed by two persons, with the addition “ Trustees of Union Religious Society, Phelps,” (who were a legal corporation,) was held to bind the signers personally; and in Barker v. Mechanic Insurance Co. 3 Wend. 94, a note signed “John Franklin, President of the Mechanic Fire Insurance Company,” was held on demurrer not to be the note of the company, although alleged to have been made within the authority of the president and the scope of the legitimate business of the corporation; the court saying: “In this case, there is an averment that the president was lawfully authorized; but it does not appear that he acted under that authority; he does not say that he signs for the company; he describes himself as president of the company, but to conclude the company by his acts he should have contracted in their name, or at least on their behalf.” The variation between the words “ for ” and “ of ” seems at first view slight; but in the connection in which they are used in signatures of this kind the difference is substantial. “ Agent of ” or “ president of” a corporation named simpiy designates a personal relation of the individual to the corporation. “ Agent for ” a particular person or corporation may designate either the general relation which the person signing holds to another party, or that the particular act in question is done in behalf of and as the very contract of that other; and the court, if such is manifestly the intention of the parties, may construe the words in the latter sense. But even “ agent for ” has been held under some circumstances a mere descriptio persones of the agent, as in De Witt v. Walton, 5 Selden, 570, in which the name following these words was not the proper name of the principal, but the name of a newspaper which the agent carried on in the principal’s behalf, and a note signed “ David Hoyt, agent for The Churchman,” was held to be the note of Hoyt and not of his principal; and in Shattuck v. Eastman, 12 Allen, 369, in which it was held that a paper in the form of a receipt, signed “ Robert Eastman, Agent for Ward 6, Lowell, Mass.,” if executed under such circumstances as to amount to a contract, might be binding on the agent personally. In Fiske v. Eldridge, 12 Gray, 474, in a careful review of the cases by Mr. Justice Dewey, the New York decisions above mentioned were quoted with approval, and a note signed “ John T. Eldridge, Trustee of Sullivan Railroad,” was held to be the personal note of Eldridge. In Haverhill Insurance Co. v. Newhall, 1 Allen, 130, a note signed “ Cheever Newhall, President of the Dorchester Avenue Railroad Company,” was held to bind Newhall personally, although given by him to an insurance company (a's was expressed in the note itself) in consideration of a policy issued to the railroad corporation,'which he was in fact authorized to obtain and sign the note for. See also Fullam v. West Brookfield, 9 Allen, 1; Morell v. Codding, 4 Allen, 403; Tanner v. Christian, 4 El. & Bl. 591; Parker v. Winslow, 7 El. & Bl. 942; Price v. Taylor, 5 H. & N. 540; Bottomley v. Fisher, 1 H. & C. 211.

This case is not distinguishable from those just stated. It differs from Ballou v. Talbot, in omitting the word l£ for,” (the inly evidence, contained in the note there sued on, that it was made in behalf of the principal,) leaving the words “ Agts. Piscataqua F. & M. Ins. Co.” as a mere description of the persons signing this bill. The cases of Mann v. Chandler, 9 Mass. 335, Despatch Line of Packets v. Bellamy Manufacturing Co. 12 N. H. 205, and Johnson v. Smith, 21 Conn. 627, cannot avail the defendants against the later decisions of' this court. See 12 Gray, 476 ; 8 Allen, 461, 462. The name of the principal does not appear in the body of the bill. The address of the bill to the corporation and the request to them to charge the amount to the account of the drawers have certainly no tendency to show that the drawers are the same as the corporation, the drawees. The fact that the bill was delivered to the plaintiffs by the insurance company, as shown by the contemporaneous receipt, does not make it the less the promise of the signers. The defendants must therefore be held personally responsible as the drawers of the bill. Judgment for the plaintiffs.