If it can be shown clearly that both parties intended that the principal and the principal only should be bound, a bill in equity may be maintained to reform a contract expressed in such a way as to bind the agent; 14 and in many jurisdictions without resort to proceedings to reform the contract, parol evidence is admitted to show that the obligation was intended and understood to be that of the principal. The Supreme Court of the United States has said: - "The ordinary rule undoubtedly is, that if a person merely adds to the signature of his name the word 'agent,' 'trustee,' 'treasurer,' etc., without disclosing his principal, he is personally bound. The appendix is regarded as a mere descriptio personę. It does not of itself make third persons chargeable with notice of any representative relation of the signer. But if he be in fact a mere agent, trustee, or officer of some principal, and is in the habit of expressing, in that way, his representative character in his dealings with a particular party, who recognizes him in that character, it would be contrary to justice and truth to construe the documents thus made and used as his personal obligations, contrary to the intent of the parties."15
Miller v. Roach, 150 Muss. 140, 22 N. E. 634, 6 L. R. A. 71; Hood v. Hallenbeck, 7 Hun, 362; Guthrie v. Imbrie, 12 Or. 182, 6 Pac. 664, 63 Am. Rep. 331.
14 Lawrence County Bank v. Arndt, 69 Ark. 406, 65 S. W. 1052; Prescott v. Hixon, 22 Ind. App. 139, 72 Am, St. Rep. 291 (notes signed by officers of a corporation with the official titles of the signers added, but no mention of the corporation in the body of the instrument); Eustis Mfg. Co. v. Saco Brick Co., 198 Mass. 212, 84 N. E. 449 (a written contract binding both principal and agent). See also Love v. Sierra Nevada, etc., Co., 32 Cal 639, 91 Am. Dec. 602 (a mortgage under seal); Richmond v. Ogden St. Ry. Co., 44 Ore. 48, 74 Pac. 333.
15 MetcaJf v. Williams, 104 U. S. 93,
98, 26 L. Ed. 665. In this case a draft was signed "W. V. Pres't." and "A. Sec'y." It was held that this was the draft of a corporation whose name did not appear on the instrument, parol evidence being admitted to show that W was the Vice President, and A, the Secretary of the corporation. And Bee also, permitting parol evidence, Lynch v. McDonald, 155 Cal 704, 102 Pac. 918; Wagner p. Brinkerhoff, 123 Ala. 616, 26 So. 117; Lewis v. Mutual L. Ins. Co., 8 Colo. App. 368, 46 Pac. 621; Second, etc., Bank v. Midland, etc., Co., 155 Ind. 5S1, 58 N. E. 833, 52 L. R. A. 307; Kline v. Bank of Tescott, 50 Kans. 91, 31 Pac. 668, 18 L, R. A 533, 34 Am. St. Rep. 107; Rowell v. Oleson, 32 Minn. 288, 20 N. W. 277; Brunswick-Bslke, etc., Co. v. Boutell, 45 Minn. 21, 47 N. W. 261; Souhegan Bank v.
But those who take such negotiable instruments for value with no other notice of the intent of the original parties than the form of the instrument gives, cannot have their rights changed by parol evidence showing such intent.16 And in some jurisdictions such parol evidence would not be admitted even as between the original parties.17
In discussions of the admissibility of parol evidence two lines of thought are often somewhat obscured. As a negotiable instrument is a formal contract, no one not named in the contract as an obligor can be held liable upon it. The obligations of the parties must be gathered from within the four corners of the instrument. But evidence of the circumstances under which a writing was given is always admissible to aid the court in determining the true meaning of the words in the document. Accordingly if it can be shown that the signature "A. B. Agent" or "A. B. Agent for C. D." is a method of signature adopted by the principal for business purposes, this would seem properly admissible in any jurisdiction. But the mere fact that a note thus signed was given in the course of the principal's business, or even facts showing that the parties to the transaction supposed such a signature rendered the principal liable, not the agent, does not show that the signature was regarded as that of the principal. It rather tends to show that the parties made a mistake of law in supposing that the rule in regard to formal contracts was similar to that in regard to oral contractu. If, however, the parties did in good faith suppose that a trans action in the form adopted would be in law that of the principal and not of the agent, a reformation of the obligation might properly be made by a court of equity,18 and there can be no doubt that this function of a court of equity has often been adopted in effect by courts of law through the short cut of admitting parol evidence to indicate the real intent of the parties, and then giving effect to that intent. Many of the cases upon such notes as are here under discussion must be explained in this way, since the inquiry of the court seems rather to have been aimed at discovering whom the parties understood to be liable rather than at discovering the meaning of the words contained in the instrument. The only objection to such an equitable short cut at law is that the same weight of evidence to prove an intent at variance with the writing is not apt to be required where parol evidence is admitted at law as where resort is had to an equitable proceeding.
Boardman, 46 Minn. 203, 48 N. W. 1116; Martin v. Smith, 65 Mis. 1, 3 So. 33; Knippenbcrg v. Greenwood Min. Co., 39 Mont. 11, 101 Pac. 159; Reeve v. First Nat. Bank, 54 N. J. L. 208,210,23 Atl. 853,16 L. R. A. 143,33 Am. St. Rep. 675; Terhune v. Parrott, 50 N. J. L. 16, 35 Atl. 4; Simanton v. Vliet, 61 N. J. L. 595, 40 Atl. 595, Vliet v. Simanton, 63 N. J. L 458, 43 Atl. 738; Phelps v. Weber, 84 N. J. L. 630, 87 Atl. 469; Megowan v. Peterson, 173 N. Y. 1, 65 N. £. 738; Bush v. Gil-more, 45 N. Y. App. Div. 89,61 N. Y. S.
682; Crandall v. Rollins, 83 N. Y. App. Div. 618, 82 N. Y. S. 317; Small v. El-liott, 12 S. Dak. 570, 82 N. W. 92, 76 Am. St. Rep. 630.
16Riordan v. Thornsbury, 178 Ky. 324, 198 S. W. 920; First Nat. Bank v. Stuetser, 80 Hun, 435, 30 N. Y. S. 83, aff'd, 150 N. Y. 455, 44 N. E. 1038, and Bee cases in the preceding note.
17 Mathews v. Dubuque Mattress Co., 87 Ia. 246, 54 N. W. 225, 19 L. R. A. 676; Davis v. England, 141 Mass. 587, 6 N. E. 731.