11 strument differing in amount from that authorized, or made payable at a different time, will not bind the principal. There are cases, however, upholding the implied authority of an agent to bind his principal by a bill or note; as where the agent has formerly made a note or drawn a bill for his principal, and such principal had recognized his acts.12 It is provided in the Negotiable Instruments Law that: "The signature of any party may "be made by a duly authorized agent. No particular form of appointment is necessary for this purpose, and the authority of "the agent may be established as in other cases of agency." 13 c. Liability of person signing as agent.—(1) Statutory provision.- The Negotiable Instruments Law provides: "Where "the instrument contains or a person adds to his signature words "indicating that he signs for or on behalf of a principal, or in a ley v. Southern L. Ins. Co., 53 Ala. 554; Ward v. Kentucky Bank, 7 T. B. Mon. (Ky.) 93; Luning v. Wise, 64 Cal. 410. 11. As to different amount, see King v. Sparks, 77 Ga. 285; Blackwell v. Ketcham, 53 Ind. 184; Nixon v. Palmer, 8 N. Y. 398. As to time, see Tate v. Evans, 7 Mo. 419; N. Y. Iron Mine Co. v. Citizens' Bank, 44 Mich. 344. If an agent is authorized to execute a note payable in six months, the agent cannot bind the principal by a note payable in sixty days. Batty v. Carswell, 2 Johns. (N. Y.) 48. 12. Allin v. Williams, 97 Cal. 403; Turner v. Keller, 66 N. Y. 66. Implied authority. An authority is often implied from circumstances; as if the agent has formerly been in the habit of drawing, accepting, or indorsing for his principal, and his principal has recognized his acts. Thus, to an action against an acceptor of a bill, the defense was, that the drawer had forged the acceptor's signature, in answer to which it was proved that the defendant had previously paid such acceptances; and this was held proof of authority to the drawer. Barber v. Ginzell, 3 Esp. (Eng.) 60; Llewellyn v. Winckworth, 13 M. & W. (Eng.) 598. is not to be withheld from the jury, where they are to determine from the whole evidence whether an authority to indorse existed or not." And in the American States there seems to be a similar doctrine as to implied authority. New York Iron Mine Co. v. Bank, 39 Mich. 644; Trundy v. Farrar, 32 Me. 225; Edwards v. Thomas, 66 Mo. 468. the case of Odiorne v. Maxay, 13 Mass. 182, it was held that the general agent of a company may give its note for purchases necessary to carry on its business. In An agent, authorized to transact a particular affair, may execute a note jointly with others who have a common interest in the subject-matter, to pay the necessary expenses for the accomplishment of a common end. Layet v. Gano, 17 Ohio, 466. 13. Neg. Inst. Law (N. Y.), § 38 Effect of signature without authority. The Negotiable Instruments Law (N. Y.), § 42, also provides that: "Where a signature is forged or made without authority of the person whose signature it purports to be, it is wholly inoperative, and no right to retain the instrument, or to give a discharge therefor, or to enforce paythereof "It may be admitted," says Tindal, ment against any party C. J., in the case of Prescott v. Flynn, thereto, can be acquired through or 9 Bing. (Eng.) 19, "that an author- under such signature, unless the party ity to draw does not import in itself against whom it is sought to enforce an authority to indorse bills; but still such right is precluded from setting the evidence of such authority to draw up the forgery or want of authority.” 66 representative capacity, he is not liable on the instrument if he was duly authorized; but the mere addition of words describing "him as an agent, or as filling a representative capacity, without disclosing his principal, does not exempt him from personal "liability." 14 (2) Liability in general.— The question of the personal liability of agents and other persons executing negotiable paper in a representative capacity is a vexed one, upon which there has been considerable difference of opinion. It would be impossible to reconcile all of the opinions on this subject. But there are certain general rules which may be said to be supported by the weight of authority. There is little doubt that where there is nothing in the instrument disclosing the principal sought to be charged, and the signature is by the representative followed by such words as agent," executor," trustee," "administrator," the addition to the signature will be regarded simply as descriptio persona, and the agent will be personally liable upon the instrument. 15 As was 99 66 66 ing from the breach. Miller v. Reynolds, 92 Hun (N. Y.), 400. But no action could be maintained against him on the instrument when by its terms it did not purport to bind him. And his liability upon the implied warranty did not accompany the transfer of the instrument, unless the claim founded upon the warranty was also assigned to the person to whom the instrument was transferred. (Id.) The effect of the section, as it now stands, is to permit the holder to sue the agent on the instrument, if he was not duly au thorized to sign the same on behalf of the principal." 14. Neg. Inst. Law (N. Y.), § 39. This section is a substitute for section 26 (1) of the English Bills of Exch. Act, 1882, which is as follows: "Where a person signs a bill as drawer, indorser, or acceptor, and adds words to his signature indicating that he signs for or on behalf of a principal, or in a representative character, he is not personally liable thereon; but the mere addition to his signature of words describing him as an agent, or as filling a representative character, does not exempt him from personal liability." Reason for change of rule in Negotiable Instruments Law. The original draft as submitted to the Commissioners on Uniformity of Laws, from which the Negotiable Instruments Law, in force in so many of the States, emanated, contained the provisions of the above-quoted section of the Eng lish Bills of Exchange Act. In this connection, after quoting such section, to state the general rule of law as heretofore understood. Personal liathe draughtsman of the law (Mr. Crawford) says in his note to section 39: "Under that rule (the English) a person signing for or on behalf of a principal was not liable on the instrument, notwithstanding he had no authority to bind his principal. There was an implied warranty on his part that he possessed such authority, and if he did not, he became liable upon such warranty for the damages result Exception may well be taken to the conclusion of the learned draughtsman as contained in the last sentence. There is nothing in the language of the section as it stands which bears out his conclusion. The section seems bility does not necessarily mean liability on the instrument. 15. California.- Sayre v. Nichols, 5 Cal. 487; San Bernardino Nat. Bank v. Anderson (Cal.), 32 Pac. 168. Connecticut.- Pease v. Pease, 35 Conn. 131, 95 Am. Dec. 225. Georgia.- Graham v. Campbell, 56 Ga. 258; Harrison v. McClelland, 57 Ga. 531. said by Lord Ellenborough: "Is it not a universal rule that a man who puts his name to a bill of exchange thereby makes himself personally liable, unless he states upon the face of the bill that he subscribes it for another, or by procuration of another, which are words of exclusion? Where an agent executes a note on behalf of his principal without disclosing his agency, the agent is bound and not his principal.17 Persons dealing with " 16 Lyons v. Miller, 6 Gratt. (Va.) 427, 52 Am. Dec. 129. In the case of Casco National Bank v. Clark, 139 N. Y. 307, 34 N. E. 908, 36 Am. St. Rep. 705, the facts were that a promissory note, given for the debt of a corporation, was written on a blank having printed on its margin Louisiana.― Cooley v. Esteban, 26 the name of the corporation, but there La. Ann. 515. Maine. Sturdivant v. Hull, 59 Me. 172; Rendell v. Harriman, 75 Me. 497. Massachusetts. - Williams v. Robbins, 82 Mass. 77, 77 Am. Dec. 396; Towne v. Rice, 122 Mass. 67; Stacpole v. Arnold, 11 Mass. 27; Bedford Commercial Ins. Co. v. Covell, 49 Mass. 442; Shoe & Leather Bank v. Dix, 123 Mass. 148, 25 Am. Rep. 49. Minnesota.-Brunswick-Balke-Collender Co. v. Boutell, 45 Minn. 21, 47 N. W. 261. Nebraska. Webster v. Wray, 19 Neb. 558, 27 N. W. 644. New York.- Snelling v. Howard, 51 N. Y. 373; Schmittler v. Simon, 114 N. Y. 176, 21 N. E. 162, 11 Am. St. Rep. 621; Cortland Wagon Co. v. Lynch, 82 Hun, 173, 31 N. Y. Supp. 325. Ohio.-Anderton v. Shoup, 17 Ohio St. 125; Collins v. Buckeye Ins. Co., 17 Ohio St. 215, 93 Am. Dec. 612. Pennsylvania.- Barclay v. Pursley, 110 Pa. St. 13, 20 Atl. 411; McCullough v. McKee, 16 Pa. St. 289. Rhode Island. Manufacturers & Merchants' Bank v. Follett, 11 R. I. 92, 23 Am. Rep. 418. Tennessee. Boyd v. Johnston, 89 Tenn. 284, 14 S. W. 804. Texas.- Sydnor v. Hurd, 8 Tex. 98; Gibson v. Irby, 17 Tex. 173. 16. Leadbitter v. Farrow, 5 Maule & S. (Eng.) 345, 349. 17. Heaton v. Myers, 4 Colo. 59; Pease v. Pease, 35 Conn. 131, 95 Am. Dec. 225; Stacpole v. Arnold, 11 Mass. 27, 6 Am. Dec. 150; Bedford Commercial Ins. Co. v. Covell, 49 Mass. 442; was no reference to it in the body of the note. It read: "We promise to pay." It was signed by the president of the corporation in his individual name, with "Prest." written after it, and in the same manner by the treasurer, with "Treas." added. The note was discounted by the plaintiff for the payee before maturity. It was held in the case that the officers had obligated themselves personally, and the rule is further laid down that in the absence of competent evidence showing or charging knowledge in the holder as to the character of an obligation, it must be regarded as the agreement of its ostensible maker. Effect of affixing corporate seal.— In the ruling English case of Dutton v. Marsh, L. R. 6 Q. B. 361, 4 Eng. Rul. Cas. 278, Chief Justice Cockburn said: "This is an action upon a promissory note in this form: 'We, the directors of the Isle of Man Slate & Flag Company, Limited, do promise to pay John Dutton the sum of £1,600 sterling, with interest at the rate of six per cent. per annum, until paid, for value received.' This was signed by the defendant Marsh as chairman, and by the other defendants who were directors, and the seal of the company is affixed to the promissory note. The question is, whether the promissory note is binding upon the persons who signed it, or was binding not upon them, but upon the company. "Let us assume, for the present, that the seal was not affixed. The effect of the authorities is clearly this: that where parties, in making a promissory negotiable instruments are presumed to take them on the credit of the parties whose names appear upon them, and a person not note or accepting a bill, describe themselves as directors, or by any similar form of description, but do not state on the face of the document that it is on account or on behalf of those whom they might otherwise be considered as representing,- if they merely describe themselves as directors, but do not state that they are acting on behalf of the company,- they are individually liable. But, on the other hand, if they state they are signing the note or the acceptance on account of or on behalf of some company or body of whom they are the directors and the representatives, in that case, as the case of Lindus v. Melrose, 3 H. & N. 177, 27 L. J. Eq. 326, fully establishes they do not make themselves liable when they sign their names, but are taken to have been acting for the company, as the statement on the face of the document represented. proceeds to be received upon the note would operate to the benefit of the company; but there is no case that goes to the length of saying that the affixing of the seal where the parties do not otherwise use terms to exclude their personal liability, would have that effect. We think it is going too far to say that the mere affixing of the seal has that effect." 66 In The rule in this country seems to be different from that existing in England. In the case of Miller v. Roach, 150 Mass. 140, 22 N. E. 634, a promissory note reciting in the body thereof, "We promise to pay," etc., but with nothing there to indicate to whom the word we referred, bore upon its face, in the usual place of signing, the name "John Roach," beneath which was written the word "Treasurer," and had in addition the impression stamped upon it of a large circular "If, therefore, in this case it had corporate seal, around the outer edge simply stood that the defendants de- of which appeared in print "New York scribed as directors, but without say. Skating Rink Construction Company," ing on behalf of the company,' signed and in the center of it the words the promissory note, it is clear they corporated 1884." It was held that would have been personally liable, and the note was the note of the company. the note could not have been consid- The court (per Knowlton, J.) said: ered as binding the company. But this "The case is peculiar in the use of case is rendered doubtful by the fact the corporate seal. If the words which of the corporate seal being affixed to appear on the face of the seal had been the document. It does not purport in written in their place on the note and form to be a promissory note made had been followed by the words "John on behalf of or on account of the com- Roach, Treasurer," there would have pany. So far as the written portion been no doubt that they were so writof it goes, it is totally without any ten as the signature of the corporation such qualifying expression; but some appended by its treasurer. Draper v. doubt was raised in my mind whether Massachusetts Steam Heating Co., 5 the affixing of the seal might not be Allen (Mass.), 338. That mode of taken as equivalent to a declaration signing is common among corporations. in terms, on the face of the note, that And if the words had been affixed in the note was signed by the persons print by a stamp designed to be used who put their names to it, on behalf in signing the corporate name, and a of the company and not on behalf of blank space had been left in which the themselves. But on consideration it treasurer's name was afterward inis agreed by this court that that effect cannot be given to the placing of the seal of the company upon the note. It may be that that was simply for the purpose of ear-marking the transaction, or, in fact, showing as to the directors that, as between themselves and the company, it was for the company they were signing the note, and that it was a transaction in which the serted by him in his own handwrit- We a party cannot be charged upon proof that the ostensible party signed or indorsed as his agent.18 (3) How representative capacity to be indicated. 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 signed by and with the signature of bona fide holder with a credit not the corporation affixed by its treas- given to other contracts, and protects urer, who for convenience in affixing him against hidden equities of which it used a stamp, except in that part he has no notice, and permits him to which contained for verification his recover against the party whose name own name and official designation." is signed to the instrument, though The case of Means v. Swormstedt, 32 there be attached to his name the Ind. 87, 2 Am. Rep. 330, is to a word " agent," and he is not bound similar effect. See also Scanlan v. Keith, 102 Ill. 634, 640. 66 to search for a principal unknown to the instrument itself. Nor can he do In the case of Guthrie v. Imbrie, 12 so. The rights of the holder are conOre. 182, 6 Pac. 664, 53 Am. St. Rep. fined to the parties to the instrument, 331, a promissory note was phrased and he must rely upon them alone, ex"We promise," etc., and was signed cept that he can establish that the by the president and secretary of the name used as the signature to the incorporation, and was impressed with a strument has been adopted by the asseal inscribed Granger Market Co., sumed principal, or by the person not Portland, Oregon." It was held to named in the instrument as his own in be the obligation of the corporation. transacting the business. This may be The court said: "It may often hap- done. A person may become a party pen in the haste incident to the prompt to a bill or note by any mark or desigexecution of business, or through in- nation he chooses to adopt, provided advertence, being more intent on the it be used as a substitute for his substance than the form, that merchants or others engaged in business name, and he intends to be bound by transactions express themselves in their writings informally, and without precision of language, and hence the liberal policy of allowing the intent to govern, as discoverable from the whole instrument. But we do not it." The court held in this case that the rule is not changed by the fact that a sworn statement of the existence of the agency had been filed pursuant to the statute (N. Y. Penal Code, § 363a, as amended by L. 1893, chap. knowledge of the fact, and a revocation 708), the payee and holder not having of the agency having been made, although not filed before the note was think it is usual for persons engaged to attest the same with the seal of the The doctrine in relation to commer corporation bearing an impression of cial paper is, in general, that if it its corporate name. On the contrary, appears, from the nature and terms we believe that when such things are of the instrument, not only that the done, and the instrument is consist- party is agent, but that he means to ent and operative with such indicia, act for and to bind his principal, and they are more properly referable to not to draw, accept, or indorse the the company than the persons as individuals who signed the instrument." 18. Briggs v. Partridge, 64 N. Y. 363; Cortland Wagon Co. v. Lynch, 82 Hun, 173, 31 N. Y. Supp. 325. bill on his own account, that construction will be adopted, in furtherance of the actual intention of the instrument, however inartificial may be the language. But if the instrument is In the case of Manufacturers & Trad- not thus explicit in its terms, although ers' Bank v. Love, 13 App. Div. (N. Y.) it may appear that the party is an 561, 43 N. Y. Supp. 812, the court agent, he will be deemed to have consays: "The law merchant surrounds tracted in his personal capacity. Sydnegotiable paper in the hands of a nor v. Hurd, 8 Tex. 98. |