Uniform Negotiable Instruments Law may have changed the law. This result is more necessarily reached in regard to a note signed by an officer of a corporation, where the body of the note states "I" promise to pay; " though the same result has been reached where a note read "we" promise, and was signed by a single person with the addition of his official title in a specified corporation.979

Sometimes a note signed by a corporation has added to the signature of the corporation the names of officers with their official designations as a note signed "A. B. Co." and under this signature the further signatures "X. Y. President,' "Y. Z. Treasurer." It is open to argument whether such an instrument is intended to be merely the obligation of the corporation executed by its officers, or is intended to be the joint obligation of the corporation and its officers. By the weight of authority such an instrument is held to import without ambiguity the sole liability of the corporation.98 In a few States, however, it has been held that the corporation and the individuals are both liable.99 The courts of other States hold with considerable reason that such an instrument is not without ambiguity, and that parol evidence should be admitted to clear up the ambiguity.'

The Uniform Negotiable Instruments Law presumably

Am. Rep. 77; McClure v. Livermore, 78 Me. 390, 6 Atl. 11.

98 Chapman v. Smethurst, [1909] 1 K. B. 927 (rev'g., [1909] 1 K. B. 73); Falk v. Moebs, 127 U. S. 597, 8 S. Ct. R. 1319, 32 L. Ed. 266; Gold, etc., Co. v. Dennis, 21 Colo. App. 284, 121 Pac. 677; Farmers', etc., Bank v. Colby, 64 Cal. 352, 28 Pac. 118; Castle v. Belfast Foundry Co., 72 Me. 167; Gleason v. Sanitary, etc., Co., 93 Me. 544, 45 Atl. 825, 74 Am. St. Rep. 370; Draper v. Massachusetts Steam Heating Co., 5 Allen, 338; Miller v. Roach, 150 Mass. 140, 22 N. E. 634, 6 L. R. A. 71; English, etc., Co. v. Globe, etc., Co., 70 Neb. 435, 97 N. W. 612; Reeve v. First Nat. Bank, 54 N. J. L. 208, 23 Atl. 853, 16 L. R. A. 143, 33 Am. St. Rep. 675; Wilson v. Fite (Tenn.), 46 S. W. 1056; Liebscher v. Kraus, 74 Wis. 387, 43 N. W. 166, 5 L. R. A. 496, 17 Am. St. Rep. 171. See also Scanlan v. Keith, 102 Ill. 634, 40 Am. Rep. 624; Lathan v. Houston Flour Mills, 68 Tex. 127, 3 S. W. 462.

** Heffner v. Brownell, 75 Iowa, 341, 39 N. W. 640; Mathews v. Dubuque Mattress Co., 87 Ia. 246, 54 N. W. 225,

19 L. R. A. 676; Keokuk Falls Imp. Co. v. Kingsland, etc., Mfg. Co., 5 Okl. 32, 47 Pac. 484. In Savings Bank, etc., v. Central Market Co., 122 Cal. 28, 54 Pac. 273, the note was signed by a corporation and by several individuals "as stockholders." It was held that all were liable. But these decisions it seems should be revised if the same question should arise after the enactment of the Negotiable Instrument Law.

1 Briel v. Exchange Nat. Bank, 172 Ala. 475, 55 So. 808, 180 Ala. 576, 61 So. 277; Bean v. Pioneer Mining Co., 66 Cal. 451, 6 Pac. 86, 56 Am. Rep. 106; Swarts v. Cohen, 11 Ind. App. 20, 38 N. E. 536; Western, etc., Co. v. Lackman, 75 Kans. 34, 88 Pac. 527; Brunswick-Balke, etc., Co. v. Boutell, 45 Minn. 21, 47 N. W. 261. Where the signature of the officer was not followed by his official title, it was held that he might show by parol evidence that he was secretary of the corporation and signed the note merely as such. Germania Nat. Bank v. Mariner, 129 Wis. 544, 109 N. W. 574.

changes many of the results stated in this section.2 Signatures to non-negotiable notes and other non-negotiable instruments would not be controlled, however, by the statute.

§ 300. Adoption by a principal or a corporation of the signature of an agent or officer.

As a party to a negotiable instrument may adopt as a business destination any name which he sees fit, as indeed a party to any contract may, it has been urged with some force that under this rule the name of an agent or official, followed by a statement of his agency or office, is properly to be regarded as a business designation of the principal. If the facts bear out the contention that the name of the agent or official was thus intended and do not rather show that the name of the individual was intended, the suggestion seems sound. The principle has been fully recognized in regard to the name of a cashier or other officer of a financial corporation to which the name of his office is added. This has often been held a designation of the corporation.

5

2 Section 20 of the Statute 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 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 character, without disclosing his principal, does not exempt him from personal liability." See infra, § 1144.

Pease v. Pease, 35 Conn. 131, 95 Am. Dec. 225; Chemical Natl. Bank v. City Bank, 156 Ill. 149, 40 N. E. 328; Fuller v. Hooper, 3 Gray, 334; Chandler v. Coe, 54 N. H. 561; DeWitt t. Walton, 9 N. Y. 571; Froelich v. Froelich Trading Co., 120 N. C. 39, 26 S. E. 647.

Cherry v. City Nat. Bank, 144 Fed. 587, 75 C. C. A. 343; Smith v. Robins, 236 Fed. 114, 149 C. C. A. 324.

Conversely it

5 See Edmunds v. Bushell, L. R. 1 Q. B. 97; Flower v. Commercial Trust Co., 223 Fed. 318, 138 C. C. A. 580; Ocilla Southern R. Co. v. Morton, 13 Ga. App. 504, 79 S. E. 480; Barlow v. Congregational Society, 8 Allen, 460; Bank of New York v. Bank of Ohio, 29 N. Y. 619. Cf. Heffron v. Pollard, 73 Tex. 96, 11 S. W. 165, where parol evidence was held inadmissible to show that a contract signed by the agent in the name of the principal, by himself as agent was intended as the contract of the agent, the name of the principal being used as the agent's business designation.

Baldwin v. Bank of Newbury, 1 Wall. 234, 17 L. Ed. 534; New England, etc., Co. v. Gay, 33 Fed. 636; Stamford Bank v. Ferris, 17 Conn. 259Collins v. Johnson, 16 Ga. 458; Coal; ing, etc., Co. v. Howard, 130 Ga. 807; McIntire v. Preston, 10 Ill. 48, 48 Am. Dec. 321; Nave v. First Nat. Bank, 87 Ind. 204; Erwin Lane Paper

would seem that the agent may adopt the principal's name as his own business designation, but a case where this was true in fact would be unusual."

§ 301. The body of the instrument may explain the meaning of the signature.

8

If a negotiable instrument states that the promise is that of the principal, it seems immaterial in what form the agent signs it. Though it is necessary that the instrument be signed, it is not necessary, if it is delivered by the obligor, or by one who has authority to bind him, that the signature be subscribed and even though the agent signed his individual name without addition, it would seem that the reasonable construction of the instrument is that the principal promises by his agent, the signer. Certainly where the signature states the agency by the addition of the word "agent" or the like, the obligation will be that of the principal. A variety of differences in expression in the body of the instrument may tend to show an intention to make the obligation that of the principal or of the agent. The instrument must be read

Co. v. Farmers' Nat. Bank, 130 Ind. 367, 30 N. E. 411, 30 Am. St. Rep. 246; Hodge v. Farmers' Bank, 7 Ind. App. 94, 34 N. E. 123; Midland, etc., Co. v. Citizens', etc., Bank, 34 Ind. App. 107, 72 N. E. 290; Pratt v. Topeka Bank, 12 Kans. 570; Folger v. Chase, 18 Pick. 63; Webster v. Wray, 19 Neb. 558, 27 N. W. 644, 56 Am. Rep. 754; Watervliet Bank v. White, 1 Denio, 608; Bank of Genesee v. Patchin Bank, 19 N. Y. 312; Lake Shore Nat. Bank v. Butler Colliery Co., 51 Hun, 63, 3 N. Y. S. 771; Société, etc., v. Mackintosh, 5 Utah, 568, 18 Pac. 363; Houghton v. First Natl. Bank, 26 Wis. 663, 7 Am. Rep. 107. In National City Bank v. Westcott, 118 N. Y. 468, 474, 23 N. E. 900, 16 Am. St. Rep. 771, it is suggested that this principle might be applied even though the officer did not affix his official title after his signature. See the provision of the Negotiable

Instrumental Law quoted supra, n. 2, and see infra, § 1144.

7 In Kansas Nat. Bank v. Bay, 62 Kan. 692, 64 Pac. 596, 54 L. R. A. 408, 84 Am. St. Rep. 417, the agent without authority, and for his personal benefit gave a note signed with the principal's name. The agent was held not liable to the holder, because the court found the agent did not intend to bind himself personally.

8

Daniel, Neg. Inst., § 74.

Fairlie v. Fenton, L. R. 5 Exch. 169; Shaver v. Ocean Min. Co., 21 Cal. 45; Pearse v. Welborn, 42 Ind. 331; Armstrong v. Kirkpatrick, 79 Ind. 527; Yowell v. Dodd, 3 Bush, 581, 96 Am. Dec. 256; Jefts v. York, 4 Cush. 371, 50 Am. Dec. 791, 10 Cush. 392; Whitney v. Stow, 111 Mass. 368; Shotwell v. M'Kown, 5 N. J. L. 828. So held even though the instrument was under seal in Bradstreet v. Baker, 14 R. 5. 146.

as a whole and subjected to ordinary principles of construction. 10

Words written or printed on the margin of an instrument can have no greater effect than parol evidence. Such words are not part of the instrument itself whose meaning the court is seeking to determine.11

The fact that the seal of a corporation with its name stamped thereon is attached to a document has often been relied on to show that the obligation was that of the corporation, and not that of an officer who signed in a form that would, apart from the seal, bind him individually. It has indeed been held in England that if the obligation otherwise appeared to be that of the individual the seal would not change this liability;12 but generally, and it seems rightly, such a seal is held to show that the execution of the instrument was intended to be that of the corporation and not that of the officer personally.13

10 A contract whereby the plaintiff agreed to build a garage "for the Barker Auto Company," signed by the defendants, who were husband and wife, individually, containing no words purporting to bind the corporation, or indicating that the signers acted officially or as agents, was held the contract of its signers, and not of the corporation. Nystrom v. Barker, 88 Conn. 382, 91 Atl. 649.

11 Price v. Taylor, 5 H. & N. 540; Cooley v. Esteban, 26 La. Ann. 515; Merchants' Nat. Bank v. Clark, 64 Hun, 175, 19 N. Y. S. 136; Casco Nat. Bank v. Clark, 139 N. Y. 307, 34 N. E. 908, 36 Am. St. Rep. 705; First Nat. Bank v. Wallis, 150 N. Y. 455, 44 N. E. 1038. But see Carpenter v. Farnsworth, 106 Mass. 561, 8 Am. Rep. 360, where a check signed by "A, Treasurer," was held to be the check of a corporation the name of which was printed in the margin. This decision seems to come within the principal stated, supra, that evidence is admissible to show that the signature though apparently that of the agent was not made as his though under the supposi

Other

tion that it rendered the principal liable, but was made as the business signature of the corporation. decisions holding an instrument bound the principal or corporation though signed in a form which would usually bind the agent or officer personally because of the name of the principal or corporation in the margin, together with other circumstances tending to show the obligation was intended to be that of the principal are, Hitchcock v. Buchanan, 105 U. S. 416, 26 L. Ed. 1078; Sayre v. Nichols, 7 Cal. 535, 541, 68 Am. Dec. 280; Fuller v. Hooper, 3 Gray, 334, 341; Chipman v. Foster, 119 Mass. 189; Van Leuvan v. First Nat. Bank, 6 Lans. 373, aff'd in 54 N. Y. 671; Schæfer v. Bidwell, 9 Nev. 209. In all these cases the obligation was held that of the principal. In some of them it seems that the court was rather reforming the instrument under consideration than interpreting it.

12 Dutton v. Marsh, L. R. 6 Q. B. 361. 13 Scanlan v. Keith, 102 Ill. 634, 40 Am. Rep. 624; Reed v. Fleming, 209 Ill. 390, 70 N. E. 667; Means v. Swormstedt, 32 Ind. 87, 2 Am. Rep. 330;