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.
5 Long v. Colburn, 11 Mass. 97; 6 Am. Dec. 160.
6 Rice v. Gove, 22 Pick. (Mass.) 158; 33 Am. Dec. 724.
7 Offutt v. Avers, 7 T. B. Mon. (Ky.) 356.
8 Early v. Wilkinson, 9 Gratt. (Va.) 68.
9 Macbean v. Morrison, 1 A. K. Mar. (Ky.) 545.
10 DeWitt v. Walton, 9 N. Y. 571. 11 Little v. Bailey, 87 111. 239.
12 See Sec. 990, 995, 997, 1001, 1004.
13 Savings Bank v. Market Co., 122 Cal. 28; 54 Pac. 273. (Extrinsic evidence is not admissible to show that such note was given only to ratify certain acts of the directors.) a personal liability.1 This rule is of old Common Law origin. At a time when it was customary for every person, on signing an instrument, to add his station and rank in life or occupation, as a descriptio personce, the word "agent," like any other word showing occupation, might well serve to describe the person rather than to show in what capacity he was contracting. The rule thus established has survived to a day when the use of a designation of an occupation as a description of the person is almost unknown in written contracts; and when it is undoubtedly the popular belief that the addition of the word agent to a signature prevents personal liability. Thus a signature "A, trustee," is held to impose personal liability.2 Even where great liberality in admitting extrinsic evidence to show the intention of the parties is displayed, it is held that the signature "A, administratrix," while a fact to be considered in discovering the intention of the parties is no more conclusive that no personal liability was intended than would be "A, widow," or "A, native of Oregon."3 A distinction, according to some authorities, must be made between "agent for "and" agent of ": the former showing an intention not to assume a personal liability, while the latter is treated in law as a mere descriptio personce.4 A note signed by an individual name with the addition of "Mfg. Agt. & Supt. of contracts" imposes a personal liability.5 So a note signed "A, trustee," imposes a personal liability.6 So to hold an
1 Macdonald v. Bond, 195 111. 122; 62 N. E. 881; affirming 96 111. App. 116; Braun v. Hess, 187 111. 283; 79 Am. St. Rep. 221; 58 N. E. 371; Keidan v. Winegar, 95 Mich. 430; 20 L. R. A. 705; 54 N. W. 901; Stinson v. Lee, 68 Miss. 113; 24 Am. St. Rep. 257; 9 L. R. A. 830; 8 So. 272; Sparks v. Transfer Co., 104 Mo. 531; 24 Am. St. Rep. 351; 12 L. R. A. 714; 15 S. W. 417; Exchange Bank v. Lewis County, 28 W. Va. 273.
2 Duvall v. Craig, 2 Wheat. (U. S.) 45; Powers v. Briggs, 79 111.
493; 22 Am. Rep. 175; McKenney v. Bowie, 94 Me. 397; 47 Atl. 918; Farrell v. Reed, 46 Neb. 258; 64 N. W. 959.
3 Kitchen v. Holmes, 42 Or. 252; 70 Pac. 830.
4 Tannatt v. Bank, 1 Colo. 278; 9 Am. Rep. 156; Burlingame v. Brewster, 79 111. 515; 22 Am. Rep. 177; Tucker Mfg. Co. v. Fairbanks, 98 Mass. 101.
5 Keeley Brewing Co. v. Decorating Co., 194 111. 580; 62 N. E. 923.
6 Fargason v. Ford, 119 Ga. 343; 46 S. E. 431; McClellan v. Robe, 93 indorser liable on a note signed "A, agent," demand must be made on A and not on the undisclosed principal.7 If a church is not named in the body of a note, and the trustees sign individually, the addition of the words "Trustees of" the church in question is not sufficient to show that no personal liability was intended.8 So a signature "A, vestryman," "Grace Church" imposes a personal liability upon A.9
Even on this point the courts are by no means unanimous. Some authorities hold that a designation of agency may, in connection with the wording of the instrument, show that no personal liability is intended.10 So a note signed "A, B, C, vestrymen of the Episcopal Society," was held not to impose personal liability on A, B and C.11 Thus a note signed "James R. Wilson, Pres't. T. N. Co.," was held to be the obligation of the corporation.12 So a note beginning "we promise "and signed" A, treasurer," and stamped with a seal bearing the corporate name was held to be the note of the corporation and not of A.13 Under the negotiable instruments act, no personal liability is imposed on one who signs in a representative capacity. Accordingly a note signed by "A, trustee,"14 imposes no personal liability.