Story Case

Adolph Bartlett was the president of the Bartlett Publishing Company, a corporation. As such officer, Bartlett made the following contract: "Harry London, party of the first part, and Adolph Bartlett, president of the Bartlett Publishing Company, party of the second part, hereby agree as follows:" The terms of the contract were then set out and it was signed: "Adolph Bartlett, President of the Bartlett Publishing Company." Later, the publishing company defaulted on this contract, and London brought suit against Bartlett personally. Bartlett put in a defense to the effect that he was acting as an agent, as the contract showed. Is this a good defense?

Ruling Court Case. Simonds Vs. Heard, Volume 34 American Decisions, Page 41

In this case, it appeared that the Town of Wayland planned to build a bridge within its corporate limits. It, accordingly, passed legislation, and appropriated money for that purpose.

Heard and others, as town committeemen, made a contract with Simonds for the erection of the bridge. The introductory part of the contract read as follows: "Witnesseth this agreement between Heard, and others, committee of the Town of Wayland, on the one part, and Simonds, on the other part." The contract also concluded: "Said committee are to pay said Simonds the sum of three hundred and seventy-five dollars, when the work is completed."

Upon completion of the contract, the contractor sued the committeemen personally. It was contended by them that it was never their intention to be bound; that they were acting for the town, and for the town alone.

Mr. Justice Shaw delivered the opinion.

The defendants rendered themselves personally liable because they contracted in their own name, without making it clear that they were acting solely for the town. This they might have done by drawing up the contract in that manner.

The Court, commenting upon the contract, said: "Two things are here observable. The first is that they do not profess to act in the name of, or in behalf of, the town, otherwise than as such an intention may be implied from describing themselves as committee. But such a description, although it may have some weight, is far from conclusive. The second and more decisive circumstance respecting this contract is, that there is an express undertaking on the part of the committee to pay: "Said committee are to pay, etc." Having described themselves as a committee, this undertaking is as strong and direct as if their names had been repeated, and Heard, and others, had promised to pay. The Court is therefore, of the opinion, that by the terms of this contract, the committee intended to bind themselves, and did become personally responsible, and that the action is well brought against them.

Ruling Law. Story Case Answer

In the majority of cases, an agent never intends to bind himself personally on contracts which he makes for his principal, and though the liability is said to depend upon the intention, it is not his secret intention, which governs, but it is his intention as manifested by his words and conduct. Accordingly, if an agent uses apt words to bind himself, and does not negative a personal liability, he may be held personally to such contract. This is illustrated in the Story Case above, where although it was the intention of Bartlett to bind the corporation, he so worded the contract and signed it in such a manner as to bind himself. Had he signed the contract: "Bartlett Publishing Company, by Adolph Bartlett," this would clearly have indicated an agency and he would not have been liable personally. Had the contract not been entirely in writing and had it been necessary to introduce oral evidence to show what the entire transactions were, then, although Bartlett signed as he did, it could have been shown that he was acting merely as an agent. To illustrate: Suppose there had been several letters passing between the parties and these, with conversations, made up the contract indicating an agreement with the company, then Bartlett could not have been held. But if, as in the Story Case, the entire contract is written and signed by the parties, oral evidence cannot be given to show that the parties were other than as stated therein. The addition to Bartlett's name is said merely to describe him, and does not make the corporation a party to the contract..