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.
If two or more persons sign, and the question of the existence of personal liability is presented, there is as much of a conflict as where one only signs, but the states are divided on different lines. Thus if a note is signed by two or more persons with an official designation, such as "president" or "secretary" opposite the name of each, we find a conflict of authority. Some courts hold that such a form of signature imposes no individual liability.1 Thus a note beginning, "The president and directors will pay," and signed "A, president," "B," and so forth, was held to be the obligation of the company and not to impose a personal liability.2 Other authorities hold that such a form of execution creates a personal liability.3 Thus a note beginning, "We promise," and signed, "J. B. Stafford, pres., J. Zapf, mgr., Albany Furniture Co.," was held to impose joint individual liability.4 If a note is signed with the name of a corporation, followed by the names of two or more officers, with the name of the office opposite the name of each person, another conflict of authority exists. Some jurisdictions hold that such a note is the note of the corporation only.5 Thus a note signed, "A, secretary," "B, president," payable to "ourselves," and indorsed, "Worcester Brewing Co., B, president, A, secretary," was held to be the note of the corporation.6 In other jurisdictions such a contract is held to create a personal liability.7 A note which was signed, "The X company by A, president, B," was held to impose a personal liability upon B, although B was the secretary of such corporation.8 An instrument which contains the words, "We as trustees of the X Church for and in behalf of said church" promise to pay a certain amount, which was signed by "A, B and C, trustees, X Church," was held to impose a personal liability upon the trustees if they did not bind the church, although it was not decided what their liability would have been if the church had been bound by such contract.9 Other courts hold that such a contract creates an individual liability. Thus a note beginning, "We promise," and signed, "The Pendleton Glass Company, by B. F. Aiman, president; C. B. Orvis, vice-president; Charles H. Roach, secretary; A. B. Taylor, Benj. Rogers, J. R. Boston, directors," was held to impose individual liability on the directors.10 A note beginning, "We promise to pay," and signed, "Belle Plaine Canning Co., H. Wessel, Sec'y, A. J. Hartman, Pres.," imposes individual liability upon the officers.11
24 Schumacher v. Dolan. 154 Ia. 207, 134 N. W. 624.
25 Schumacher v. Dolan, 154 Ia. 207, 134 N. W. 624.
26 Bank v. Crayter, - Ala. - , L. R. A. 1917F, 460, 75 So. 7.
1 Farmers', etc., Bank v Colby, 64 Cal. 352, 28 Pad. 118; Armstrong v. Canal Co., 14 Utah 450, 48 Pac. 690.
2Yowell v. Dodd, 66 Ky. (3 Bush.) 581. 96 Am. Dec. 256.
3Albany, etc., Co. v. Bank, 17 Ind. App. 531, 60 Am. St. Rep. 178, 47 NV E. 227; Whitney v. Sudduth, 61 Ky. (4 Met.) 296; Titus v. Kyle, 10 O. S. 444; Scott v. Baker, 3 W. Va. 285.
4 Albany, etc., Co. v. Bank. 17 Ind. App. 531, 60 Am. St. Rep. 178, 47 N. E. 227.
5 American National Bank v. Mfg. Co., 1 Neb. (unoff.) 322, 95 N. W. 672.