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.
At Common Law it could not be shown by extrinsic evidence that a contract under seal was intended to bind any party other than those whom it purported to bind since all the terms of a contract under seal, including the nature of the liability imposed and the identity of the parties upon whom such liability is imposed must be gathered from the instrument itself.1 Hence it cannot be shown that the apparent obligor is merely the agent of an undisclosed principal to enable the obligee to sue such undisclosed principal upon such sealed contract.2 In this respect the law of contracts under seal is sharply contrasted with
C.) 70; 78 Am. Dec. 239; Shirley v. Burch, 16 Or. 83; 8 Am. St. Rep. 273; 18 Pac. 351; Preston v. Hull, 23 Gratt. (Va.) 600; 14 Am. Rep. 153.
2 Burns v. Lynde, 6 All. (Mass.) 305.
3 Drury v. Foster, 2 Wall. (U. S.) 24; Brown v. Colquitt, 73 Ga. 59; 54 Am. Rep. 867; Swartz v. Ballou, 47 la. 188; 29 Am. Rep. 470; South Berwick v. Huntress, 53 Me. 89; 87 Am. Dec. 535; Cribben v. Deal, 21 Or. 211; 28 Am. St. Rep. 746; 27
Pac. 1046; Wiley v. Moor, 17 S. & R. (Pa.) 438; 17 Am. Dec. 696.
4 Gray v. Fowler, 1 H. Bl. 462; Robinson v. Bland, 2 Burr. 1077; Thurston v. Percival, 1 Pick. (Mass.) 415.
1 Beckham v. Drake, 9 M. & W. 79 (93) ;. Morrison v. Bowman, 29 Cal. 337; Nobleboro v. Clark, 68 Me. 87; 28 Am. Rep. 22; New England Dredging Co. v. Granite Co., 149 Mass. 381; 21 N. E. 947; Deluis v. Cawthorn, 2 Dev. Law. (N. C.) 90.
2Nobleboro v. Clark, 68 Me. 87; the law of ordinary simple contracts in writing.3 So if an agent without authority executes a sealed instrument in the name of his principal, extrinsic evidence is inadmissible to show the agent's intention to be bound personally.4 Accordingly the liability of such agent is in tort. Still less can the apparent obligor use extrinsic evidence when sued upon a sealed instrument, for the purpose of showing that by the real understanding of the parties, he was acting merely as agent and was to incur no personal liability.5 To do this would be to contradict the plain intention of the parties as shown in the contract. In this respect the law of the contract under seal is the same as that of the simple written contract.6