Hubbard v. Knous , 69 Mass. 567 ( 1854 )

Metcalf, J.

This is an action of debt for rent, and is brought, on a sealed instrument, against Samuel Knous and Edward Badger. The plaintiff’s declaration alleges that he demised part of a building to the defendants, and that they, by said instrument, covenanted to pay him $50 rent per annum, in quarterly payments. On inspecting the instrument, (of which profert is made,) it appears that the plaintiff’s alleged demise was by that instrument, and was made “ unto William H. Cleaveland and Edward Badger; ” that “ the said lessees ” promised to pay the said rent; and that they engaged not to lease nor underlet, nor permit any other person or persons to occupy the demised premises, unless by the written approbation of the plaintiff Badger executed the instrument, thus drawn, but Cleaveland did not. Knous, instead of Cleaveland, put his signature and seal to it, with Badger. And the question is, whether Badger and Knous are jointly liable to the plaintiff, in this action, on the instrument. We are of opinion that they are not. The instrument was framed for a deed inter partes; and the intended parties were the plaintiff, as lessor, and Cleaveland and Badger, as lessees ; and no others. And all the stipulations, ex-oress or implied which are therein contained, were intended to be made between those parties. Knous did not, by merely putting his name and seal to a paper containing stipulations expressed to be made between other parties, render himself liable to an action, on the instrument, for not fulfilling those stipulations, anymore than he thereby acquired a right to maintain an action on the instrument against the plaintiff, for the plaintiff’s breach of the stipulations on his part. See Addison on Con. 185,242 _ 1 Walford on Parties, 9; Catlin v. Ware, 9 Mass. 218.

The fact that the lessees named in the lease are termed officers of an association, and that the demise is to them and their successors in office, does not at all affect the question of the liability of these defendants.

Whether an action on the lease could be maintained against Badger alone, or whether the plaintiff has any other remedy against Badger and Knous jointly, we need not now inquire.

Judgment for the defendants