Edwards v. Ezell , 2 Wilson 208 ( 1884 )

Opinion by

Willson, J.

§ 276. Principal bound by act of agent; liability of principal on written contract by agent may be proved by parol evidence. This suit was upon a promissory note signed “Geo. W. Richardson, agent.” The petition alleged that appellees were partners when the noto was executed, doing a general lumber business; that Richardson was their agent, and as such had authority to bind them for the purchase of lumber, etc.; that said note was given for lumber purchased by said agent for them, and that they ratified said purchase, received the benefits thereof,^md made several payments on said note. A demurrer was sustained to the petition, and the suit dismissed. Held, the court erred in sustaining the demurrer. “In respect to written contracts not under seal, . . . it is very clear, from the authorities, that it is not indispensable, in order to bind the principal, that such a contract should be executed in the name, and as the act, of the principal. It will be'sufficient if, upon the whole instrument, it can be gathered, from the terms thereof, that the party described himself and acts as agent, and' intends thereby to bind his principal, and not to bind himself. Indeed, the doctrine maintained in the more recent authorities is of a far more comprehensive ■extent. It is, that if the agent possesses due authority to make a written contract, not under seal, and he makes it in his own name, whether he describes himself to be an agent or not, or whether the principal be known or unknown, he, the agent, will be liable to be sued, and be ■entitled to sue thereon, and his principal also will be liable to be sued, and be entitled to sue thereon, in all cases, unless, from the attendant circumstances, it is clearly manifested that an exclusive credit is given to the agent, and it is intended by both parties that no resort shall in any event be had by or against tjae principal upon it. [Story on Agency (7th ed.), § 160a.] And, it is said, evidence to show the liability of a principal, who is not named in the contract, in no way contradicts, the' written agreement. It does not deny that it is binding on those who, on the face of it, it purports to bind; but shows that it also binds another, by reason that the act of the agent in signing the agreement, in pursuance of his authority, is in law the act of the principal. [Id. § 270, note 3.]

June 27, 1884.

Reversed and remanded.