Williams v. Robbins , 82 Mass. 77 ( 1860 )

Hoar, J.

The most important question which this case presents is whether the note declared on can be considered the contract of the defendants, if it were conceded that Copeland had full authority to make it in their behalf, and that the consideration was exclusively received for their benefit.

The rule is thus stated by Mr. Justice Story: “ Where upon the face of the instrument the agent signs his own name only, without referring to any principal, there he will be held personally bound, although he is known to be or avowedly acts as agent.” Story on Notes, § 68. But “ if it can upon the whole instrument be collected that the true object and intent of it are to bind the principal, and not to bind the agent, courts of justice will adopt that construction of it, however informally it may be expressed.” § 69.

No agency is disclosed upon the face of this note, except by the addition of the contracted form of the word “ agent ” to the signature of the promisor. There is nothing upon the instrument itself to indicate whose agent he was in the transaction, nor what principal, if any, he intended to make responsible.

It was said by this court in the recent case of Fuller v. Hooper, 3 Gray, 341, that “ the rule is general, if not universal, that neither the legal liability of an unnamed principal to be sued, nor his legal right to sue, on a negotiable instrument, can be shown by parol evidence.” “ In other simple contracts, the rule is different.” And there is no adjudged case in this commonwealth, which can be regarded as conflicting with this rule, as applied to negotiable paper. The case of Stackpole v. Arnold, 11 Mass. 27, was a case in which it was early applied; and that decision has been repeatedly recognized and confirmed in subsequent cases, although the reasoning of the judge who gave the opinion would lead to the application of the doctrine to contracts not negotiable, which later decisions do not countenance, or even expressly exclude. Mayhew v. Prince, 11 Mass. 54. Long v. Colburn, 11 Mass. 97. Bradlee v. Boston Glass Manufactory, 16 Pick. 350. Bedford Commercial Ins. Co. v. Covell, 8 Met. 442. Taber v. Cannon, 8 Met. 460. Fuller v. Hooper, 3 Gray, 334. Eastern Railroad v. Benedict, 5 Gray, 565, 566. Bank of British North America v. Hooper, 5 Gray, 571. Huntington v. Knox, 7 Cush. 371. Alden v. Pearson, 3 Gray, 345. Fiske v. Eldridge, 12 Gray, 474.

That the English courts recognize this distinction between negotiable paper and other simple contracts appears very clearly from the observations of Lord Abinger and Baron Parke in Beckham v. Drake, 9 M. & W. 92, 96.

The same doctrine is adopted in New York, in a case in which the authorities are extensively reviewed, and in which the signature to the bill was precisely similar to that in the case at bar. Pentz v. Stanton, 10 Wend. 271. See also De Witt v. Walton, 5 Seld. 575; Minard v. Mead, 7 Wend. 68.

In the case of Northampton Bank v. Pepoon, 11 Mass. 288, the note was indorsed in blank by Simon Lamed, attorney; and the court held that he being authorized thus to indorse it, the plaintiff had the right to fill up the indorsement in such a manner as to support the declaration, namely, by an indorsement in the name of the principal, who was the payee of the note.

In Mann v. Chandler, 9 Mass. 335, Odiorne v. Maxcy, 13 Mass. 178, Ballou v. Talbot, 16 Mass. 461, and Rice v. Gove, 22 Pick. 158, the name of the principal was expressed upon the face of the note.

In Bradlee v. Boston Glass Manufactory, 16 Pick. 347, and Packard v. Nye, 2 Met. 47, although in each case the party for whom the notes were given was mentioned in the body of the note, yet as the agents signed their names without any statement that they did it as agents, it was held that they were personally bound, and the principals not responsible.

In New England Marine Ins. Co. v. De Wolf, 8 Pick. 56, the action was upon guaranties of two promissory notes. The form of the guaranty of the first was, “ By authority from J. D. I hereby guaranty the payment of this note. I. C.” ; and of the other, “ By authority from J. D. in a letter dated,” &e. “ I hereby guaranty his payment of the premium,” &c. “ I. C.” It was held that J. D. was bound as guarantor of the notes, and not I. C. Chief Justice Parker said : “ We are of the opinion that the effect of the guaranty must be determined by the intention with which it was made. If Clap had authority to make the guaranty for the defendant, and the words are such as not clearly to bind himself alone, and it can be ascertained that he intended to act for De Wolf, the latter will be bound.” That was a case where the representative capacity appeared in the body of the guaranty, and not by anything appended to the signature; but a guaranty is not, in Massachusetts, a negotiable contract.

In Catskill Bank v. Hooper, 5 Gray, 574, the question was raised whether the drawer of a bill, by adding to his signature the words “ Superintendent, Saugerties, N. Y.,” could be considered as so far indicating on the face of the bill that he was acting in a representative capacity, as to charge the owner of some iron works at Saugerties, of which he had charge, and on account of which the bill was drawn; but it was not decided.

In Paige v. Stone, 10 Met. 160, it seems to have been conceded by counsel, and not discussed in the argument, that a note signed “ A. F. for the assignees,” was sufficiently signed to bind the persons to whom A. F. had assigned his property in trust for his creditors, or such of them as had authorized him to make the note. And Hubbard, J. says, in delivering the opinion of the court: “ We think it was properly left to the jury to determine what was meant and understood by the words ‘ Asa Fessenden "for the assignees,’ and whether the defendants were the only acting assignees.” But the verdict for the plaintiff was set aside upon grounds which made the point immaterial.

The cases of Savage v. Rix, 9 N. H. 263, and Newhall v Dunlap, 14 Maine, 180, are in harmony with the general current of the authorities in this commonwealth.

It has been urged on behalf of the plaintiff, that, upon the evidence reported, the name of “ A. Copeland, Ag’t,” might be considered as a name under which the defendants had chosen to transact business, and thus bring the case within the principle of the decision in Melledge v. Boston Iron Co. 5 Cush. 158 But on examining the evidence we think it falls far short of sustaining this position. The cases in which that doctrine has been applied have been usually cases of corporations or co-partnerships, transacting their business under an artificial name, by which they were known and recognized in their dealings. If this name is also that of a natural person, competent to contract and making contracts on his own account, it requires very clear and cogent proof, where an instrument is executed by him in his own name, to show that it was not designed to be his contract.

As we are all of opinion, therefore, that the note declared on is the personal note of Copeland, and not the note of the defendants, it becomes unnecessary to "consider the other objections taken to the plaintiff’s claim. Exceptions overruled.