First Department, December, 1920. [Vol. 194. Wells & Co., Inc., and the latter agreed that it would not solicit trade with Cuba directly or indirectly with certain exceptions concerning houses having representatives in New York city, and that it would give the plaintiffs its "best offices" and secure for the plaintiffs the "best possible price" on sugar bags for shipment to Cuba, and was to transact business on the usual one per cent commission allowed them by their Calcutta friends," and was to pay all cable charges between New York and Calcutta; and it was agreed that all shipments of sugar bags and all orders placed with it by the plaintiffs were to be accompanied by a four months' confirmed London bankers' credit in favor of Shaw & Co. and that any dispute as to the quality of the bags would be settled by arbitration in New York and be binding" on both Calcutta and yourselves and on your buyers in Cuba." The plaintiffs accepted the terms unqualifiedly as proposed by Wells & Co., Inc., and they promised to place orders only with Wells & Co., Inc., and on the terms and conditions suggested, and stated that they expected that Wells & Co., Inc., would at all times offer them advantageous prices and that they would " enjoy all the advantages as if dealing direct with purveyors in Calcutta, India." In the light of that formal agreement and of the fact that the plaintiffs supposed that they were negotiating these contracts through Wells & Co., Inc., until they received the formal contract, Exhibit 1, it is quite plain that the plaintiffs had no reason to suppose that Wells & Co., Inc., was negotiating the contract in its own behalf. The most favorable view to the plaintiffs that can be taken of the evidence is that the defendant having succeeded to the agency theretofore held by Wells & Co., Inc., confirmed the contract that had been negotiated by the plaintiffs with Wells & Co., Inc., and on that theory the defendant cannot be held to have made the contracts individually if Wells & Co., Inc., had it made the contract, could not have been held individually. It is perfectly plain, I think, that Wells & Co., Inc., if it had signed Exhibits 1 and 2 could not have been held liable for the performance thereof, for the general agreement evidenced by the letters of December fifth and seventh would, in that event, necessarily be considered in construing the contracts. If Munro had subscribed the name of Wells & Co., Inc., that First Department, December, 1920. App. Div.] would merely have constituted a confirmation in writing of the contract it had negotiated for Shaw & Co., its principal. By Munro's subscribing the defendant's name to the confirmatory communications, the contracts, which the plaintiffs had negotiated with Shaw & Co. through Wells & Co., Inc., as agent became confirmed in writing by the new agent of Shaw & Co. If the plaintiffs had then supposed that the contracts bound the defendant individually, surely they were put upon their inquiry with respect to whether Munro had authority to make such contracts without any negotiations for his employer. (See Cullinan v. Bowker, 180 N. Y. 93.) If all of the evidence to which I have referred had been received, as I think it should have been, it could not be held that Exhibits 1 and 2, construed in the light of the rule that it is to be presumed that the agent of a known and disclosed principal does not, in contracting for his principal, intend to charge himself, bound the defendant individually. Moreover, evidence received and evidence improperly excluded showed or would have shown and have warranted a finding that before either of these contracts was made, plaintiffs had received the notice from the defendant that with respect to business with Shaw & Co., Munro was only authorized to represent the defendant in making contracts as agent for Shaw & Co. It will be observed that the only information the plaintiffs had, when they received and signed Exhibit 1, and signed Exhibit 2, concerning Munro's connection with the defendant, was contained in the notice Munro had sent them under date of February fourteenth, and the notice that had been mailed to them by the defendant on February second; and upon no construction of either were they warranted in inferring that he had authority to make a contract for the sale of these goods by the defendant. The learned counsel for the plaintiff, evidently realizing this, deemed it necessary to present further evidence of Munro's authority and for that purpose, offered in evidence part only of the contract of employment made by the defendant with Munro. The part of the contract thus offered in evidence showed that the defendant employed Munro as manager of its Calcutta department; but excluded provisions of the contract prohibited Munro from making any purchase or sale without the consent of the defendant con First Department, December, 1920. [Vol. 194. firmed in writing, and obligated him to keep the defendant informed concerning the transactions and business of the department of which he was given charge, and to advise with its officers concerning "large commitments." The court also excluded evidence duly offered by the defendant to show that it did not authorize and was not aware of the making of these contracts by Munro. Under a general ruling that it was immaterial the court excluded proof to show that defendant was the selling agent of Shaw & Co. on a commission basis and authorized by its principals to make the contracts. That ruling cannot now be sustained on the ground that the evidence offered was not the best and was, therefore, incompetent. Had it not been for the ruling the defendant might have overcome the other objections to the evidence. It is, of course, competent for an agent acting for a disclosed principal to bind himself personally by a contract made in behalf of his principal if the other party exacts it or he volunteers and intends so to do, but it is to be presumed that he intends only to bind the principal, and, therefore, unless the contract clearly shows that it was intended to be the personal contract of the agent, he is not bound thereby individually and the party with whom he negotiates it may look only to the principal for performance, but the agent, if not authorized by his principal, becomes liable for all damages sustained by the party so contracting in reliance upon his authority. (Commercial Bank v. Waters, 45 App. Div. 444; affd., 167 N. Y. 583; Ferris v. Kilmer, 48 id. 300; Hall v. Lauderdale, 46 id. 70; Whitney v. Wyman, 101 U. S. 396; Bonynge v. Field, 81 N. Y. 159; Jones v. Gould, 123 App. Div. 239; 130 id. 451; 200 N. Y. 18; Kirkpatrick v. Stainer, 22 Wend. 244; Royal Indemnity Co. v. Corn, 162 N. Y. Supp. 659; Davis v. Lynch, 31 Misc. Rep. 724; Kessel v. Austin Mining Co., 144 Fed. Rep. 859; McCurdy v. Rogers, 21 Wis. 197; Hewitt v. Wheeler, 22 Conn. 557; Worthington v. Cowles, 112 Mass. 30.) If the contract be ambiguous on the point with respect to whether it is the individual contract of the agent or a contract made for his principal although signed by the agent individually, parol evidence is admissible to show whose contract it was intended to be. (Anderson v. English, supra; Union Trust Co. of New York v. Whiton, 97 N. Y. 172; Morrill v. C. T. Segar Mfg. Co., App. Div.] First Department, December, 1920. 32 Hun, 543; Hartzell v. Crumb, 90 Mo. 630; Green v. Kopke, 18 C. B. Rep. 549. See, also, Crandall v. Rollins, 83 App. Div. 618; Underwood v. Greenwich Ins. Co., 161 N. Y. 413, 422; Thomas v. Scutt, 127 id. 138.) Where, therefore, a contract in writing is apparently complete on its face and is for the purchase or sale of goods and the agent although of a known and disclosed principal signs the contract individually and there is nothing in the contract to indicate that it was made for his principal or that he did not intend to bind himself thereby parol evidence contradicting the written contract and showing that it was intended and understood to be made in behalf of the principal is not admissible to relieve the agent from personal liability although it would be admissible to hold the principal. (Gordon Malting Co. v. Bartels Brewing Co., 206 N. Y. 528; Meyer v. Redmond, 205 id. 478; Coleman v. First National Bank of Elmira, 53 id. 388.) There is seldom any difficulty in applying the law where the contract is made by an agent known to be acting in that capacity who does not disclose the name of his principal, for in such case the party dealing with the agent must necessarily rely on his credit since he knows nothing concerning the responsibility of the undisclosed principal (Meyer v. Redmond, supra; Good v. Rumsey, 50 App. Div. 280), but when the principal is known to the person dealing with the agent and it is understood by both parties that the contract is negotiated for the principal, the courts should not close their eyes to the manner in which such contracts are constantly negotiated and by the application of an arbitrary rule hold that a contract intended and understood to be that of the principal personally binds the agent, who had no intention of pledging his personal credit, and binds the principal as well, so that the party dealing with him may look to whichever of them he finds to be the more responsible financially. It will not do, therefore, to hold that a contract negotiated by an agent for a known and disclosed principal becomes the contract of the agent if in negotiating it verbally or by writing not under seal, he signs his own name without taking the precaution to tell the person to whom he is writing that he is acting for his principal which is already fully understood. (See Commercial Bank v. Waters, supra.) I take it, therefore, that if an offer of a contract be First Department, December, 1920. [Vol. 194. made to a disclosed principal by tendering it through his agent, and the agent accepts by saying or writing, "I accept your offer," and signing his individual name, the agent in so accepting would be deemed to be acting for his principal to whom the contract was offered and it would be deemed the contract of the principal only. So, too, I think, where an agent of a disclosed principal either verbally or in writing not under seal, negotiates a contract for and in the name of a disclosed principal and after the terms of the contract have been informally agreed upon, formally in express terms confirms it in his individual name, recourse could be had to the negotiations to show that it was the contract of the principal. That, I think, is this case, for assuming that Munro was authorized by the defendant to make these communications called the contracts, they confirm a sale already made but do not specify the defendant as the seller. If, as we must assume, the defendant was authorized by Shaw & Co. to negotiate the contracts, it could for its principals confirm the contract by these writings and thereupon the contracts which had been negotiated for the principals became binding upon them by being thus reduced to writing and signed by their authorized agent. The contracts thus confirmed by the defendant were incomplete in themselves and do not clearly show that it was intended that they were to be the individual contracts of the defendant, and, therefore, they fall within the exception to the general rule and admit of parol evidence, not to contradict or impeach them, but to show for whom they were made. I am of opinion that three of the points made by the appellants are good and that each of them requires a reversal. First, in the light of the facts shown and of the evidence duly offered by the defendant and excluded, these contracts should not be construed as imposing on the defendant an individual liability. There is no charge or evidence that the defendant was not authorized to make the contracts in behalf of Shaw & Co., and evidence offered tending to show that it possessed such authority was excluded. Second, if the contracts are to be construed as imposing an individual liability on the defendant and other evidence is not admissible to aid in their construction, then I think Munro was not authorized to make them and that the plaintiffs were sufficiently aware of the |