The principal though he is not liable, whether disclosed or not, upon a negotiable instrument signed by his agent personally, may nevertheless be liable as a debtor for the price or the value of any consideration received by him, if the negotiable instrument is dishonored,19 unless the instrument was taken in absolute payment.20
Sec. 304. Only parries to negotiable instruments have the right to enforce them. The formal character of negotiable instruments makes it as impossible to give rights thereon to one who is not a party, as to hold liable one who has not signed the instrument.21 There seems no reason for a different construction of the meaning of the name of a person with the addition "agent," "administrator," "guardian," "treasurer," or the like when the name is that of the payee of a note from that applicable when the name is that of an obligor. Accordingly it is generally held that such an addition to the name of the payee is merely matter of description and the instrument is payable to the individual.22 In most jurisdictions, however, if it were shown by parol evidence that the consideration moved from a corporation to whose officer, named as such, the instrument was in terms payable, the obligation would be held to run to the corporation,, either because the name of the agent or officer was treated as the business designation of the principal or corporation, or apart from that reason.23 Even though the legal payee of an
18 See supra, n. 14, and infra, Sec. 1585.
19 Bentley v. Griffin, 5 Taunt. 356; Cooling Coal Co. v. Howard, 130 Ga. 807, 6! 8. E. 987; Pentz v. Stanton, 10 Wend. 271, 25 Am. Deo. 558; Harper v. Tiffin Nat. Bank, 54 Ohio St. 425, 44 N. E. 97. In Kenyon v. Williams, 19 Ind. 44, the court held that if the contract was within the scope of the agency, a court of equity would enforce the obligation against the principal; and see infra, Sec. 313, in regard to the enforcement of the obligations of trustees and other fiduciaries against the estate which they represent.
20See cases in the preceding note.
21See cases in the following note.
22Randoll v. Bell, 1 M. & S. 715; Castleberry v. Fennel, 4 Ala. 642 ("Agent for G. A. K."); Moore v. Peon, 5 Ala. 135; Ord v. McKee, 5 Cal. 515 ("Agent"); Saffold v Banks, 69 Ga. 289 ("Administrator of A"); Zellner v. Cleveland, 69 Ga. 631 ("Guardian of A"); Chadsey v. Mc-Creery, 27 111. 253 ("Treasurer" of a named corporation); Hately v. Pike, 162 111. 241, 246, 44 N. E. 441, 53 Am. St. Rep. 304; Shepherd v. Evans, 9 Ind. 260 ("Guardian"); Heavenridge v. Mondy, 34 Ind. 28 ("Agent for A"); Ratcliff v. Everman, 87 Ind. 446 ("Administrator of A"); Fuller v. Hooper, 3 Gray, 334, 341; Toledo Agricultural Works v. Heisser, 51 Mo. 128 ("Agent"); Grist v. Backhouse, 4 Dev. & Batt. 362 ("Agent of A"}; Gard v. Neff, 39 Ohio St. 607 ("Guardian of A").
23 Baldwin v. Bank of Newbury, 1 Wall. 234, 17 L. Ed. 534; Daviee v. Byrne, 10 Ga. 329; Vater v Lewis, 36 Ind. 288, 10 Am. Rep. 29 ("S, Treasurer of the I. M. B. Co."); Nave v. First Bank, 87 Ind. 204; Lovejoy v. Citizens' Bank, 23 Kane. 331; Nichols v. Frothingham, 45 Me. 220, 71 Am. Dec. 539; Barney v. Newcomb, 9 Cush. 46; Carton v. Union Bank, 34 Mich. 279; Lacey v. Central Bank, 4
Neb. 179; Babcock v. Beman, 11 N. Y. 200; First Nat. Bank v. Hall, 44 N. Y. 395, 4 Am. Rep. 698. Sometimes the determination of who is the payee is aided by other terms of the instrument. In Falk v. Moebs, 127 U. S. 597, 8 S. Ct. 1319, 32 L. Ed. 266, a promissory note signed by a corporation by M, "Sec. & Treas." was in terms made payable to M, "Sec & Treas." The note was indorsed in the same form. It was held that the note was payable to and indorsed by the corporation, and that there was no ambiguity which would render admissible evidence to show an intention to bind M personally. But see the contrary decision of Hately c. Pike, 162 111. 241, 44 N. E. 441, 53 Am. St. Rep. 304, and cf. Souhegan Bank v. Boardman, 46 Minn. 293, 48 N. W. 1116, where a note signed by a corporation by "C, Sec'y," made payable to "B, Treas. urer," and indorsed by "B, Treasurer," was held to show prima facie an individual contract of indorsement. In Vermont, it seems that the party beneficially interested in negotiable paper is allowed to sue thereon as in the case of informal simple contracts. Rutland & Burlington R. Co. v. Cole, 24 Vt. 33; Valiquette v. Clark Bros. Coal Mining Co., 83 Vermont, 538, instrument in the form under consideration is the agent or officer, the words of description added indicate that the obligation is held in a fiduciary capacity.24 An attempt is not infrequently made to make a negotiable instrument payable to one who holds an office and his successors, the intent being to have the holder of the office, as such, the payee If the office is in a corporation, such an obligation would probably be held payable in legal effect to the corporation,25 but where the office is in an unincorporated association, having no legal entity, such a result cannot well be reached;26 and an instrument of this character has been held payable in effect to the person or persons who fulfil the description at the time the instrument was delivered.27 Under the Negotiable Instruments Law, however, it seems that such an instrument would be given the effect which it was intended to have, and with each change in the person holding the office, there would be a change in the payee of the instrument.28