This section is from the book "The Law Of Contracts", by William Herbert Page. Also available from Amazon: Commercial Contracts: A Practical Guide to Deals, Contracts, Agreements and Promises.
The nature of the liability created by signing a written instrument is a question of construction. The general rule undoubtedly is that the entire contract must be taken into consideration and from the whole of it the intention of the parties must be ascertained. The liability which it appears he intended to assume must be enforced against the party who has assumed it.1 This rule, however, like other broad and safe rules, is too vague to guide us in determining the meaning of specific forms of contracts. When we attempt to deduce more specific statements of the law we are met with the fact that the courts are very far from harmonious on the question of what intention they will deduce from given phraseology. If an agent wishes to execute a contract in such form as to bind his principal and not himself, the safest form of signature is "X (principal) by A (agent)." This form of signature shows clearly that the agent does not intend to assume any personal liability.2 Thus a note beginning "I or we promise" and signed "C. & A. Co., per A, Sec, B, Gen. Mangr.," is the note of the corporation only. The word "per" refers to both A and B.3 The signature "A (agent) for X (principal)," while not technically so correct, is also sufficient to show that A does not intend to assume any personal liability.4 Thus a note beginning "I promise" and signed "Pro X, A," was held to be the note of X only.5 So a note beginning "we jointly and severally promise" and signed "A & B for X," was held to bind X only.6 Some authorities, however, treat such form of signature as imposing a personal liability.7 Thus a signature "Robert Early (for Sam'l Early)," was held by reason of the brackets to bind Robert Early personally.8 So a note beginning "I promise" and signed "For the M. H. & F. S. Co., W. Macbean, President," was held to impose personal liability on Macbean.9 So a note signed "A, agent for the Churchman," imposes an individual liability on A.10 The addition of the word "as" before the designation of the official capacity is often held to show an intention not to assume a personal liability. Thus a note beginning "The trustees" of a certain church "as such trustees, promise to pay," and signed "A, as trustee" of such church, does not impose any personal liability.11 As is indicated elsewhere,12 the addition of a designation which is not that of an agent does not in law show an intention not to assume personal liability, whatever the parties may have believed. Thus a note beginning "we promise to pay" and signed by certain persons with the addition of the words "as stockholders" imposes personal liability.13
1 Whitney v. Wyman, 101 U. S. 392.
2 Williams v. Harris, 198 111. 501; 64 N. E. 988; reversing, 98 111. App. 27; Tucker Mfg. Co. v. Fairbanks, 98 Mass. 101; Emerson v. Mfg. Co., 12 Mass. 237; 7 Am. Dec. 66; Sparks v. Transfer Co., 104 Mo.
531; 24 Am. St. Rep. 351; 12 L. R A. 714; 15 S. W. 417.
3 Williams v. Harris, 198 111. 501; 64 N. E. 988; reversing, 98 111. App. 27.
4 Rawlings v. Robson, 70 Ga. 595; Bartlett v. Tucker, 104 Mass. 336; 6 Am. Rep. 240.