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 the note is signed by the name of the principal, with the name of the agent subscribed below that of the principal, without the use of the word "by" to show agency, a question is presented on which there is a division of authority. A question of this sort usually arises on a note of a corporation which must be executed by some one of its agents, and which is signed by the name of the corporation followed by the name of one of its agents, with the addition of "president," "secretary," or some such official designation. The weight of authority is that such a note is the note of the corporation exclusively, and that no personal liability attaches to the agent whose name is thus signed.1 There is some authority for holding that the agent who signs in such a form incurs a personal liability.2 A note which was signed "The X Company by A, president, B," was held to impose a personal liability upon B.3 A note which began, "We promise," and which was signed, "X Company, A," was held to impose a personal liability upon A prima facie.4 It has, however, been held under the Negotiable Instruments Law that an instrument which begins, "The X Company promised to pay," and which is signed, "The X Company, A, treasurer, B," does not impose a personal liability upon B if it is shown that B was the secretary and that it was not intended to bind B personally.5
6 Produce Exchange Trust Co. v. Bie-berbach, 176 Mass. 577, 58 N. E. 162.
7 At least as to those whose signatures are not followed by an official designation. Exchange Bank v. Schultz, 167 Ta. 136, 149 N. W. 99.
8 Exchange Bank v. Schultz, 167 Ia. 136, 149 N. W. 99.
9 Dennison v. Austin, 15 Wis. 334.
10 Taylor v. Reger, 18 Ind. App. 466, 63 Am. St. Rep. 352, 48 N. E. 262.
11 McGandless v. Canning Co., 78 Ia. 161, 16 Am. St. Rep. 429, 4 L. R. A. 396, 42 N. W. 635.
1 England. Chapman v. Smethurst , 1 K. B. 927.
United States. Falk v. Moebs, 127 U. S. 597, 32 L. ed. 266.