Means v. Swormstedt. RAY, J. In Hovey v. Magill, 2 Conn. 680, where the defendant, being the agent of a corporation, gave a note, "I promise," etc., and signed it "A. B., agent of company," SWIFT, C. J., said: "When an agent, duly authorized, subscribes an engagement in such manner as to manifest an intent not to bind himself, but to bind the principal, and when, by his subscription, he has actually bound the principal, then it is clear that the contract cannot be binding on him personally. It will be agreed that no precise form of words is required to be used in the signature; that every word must have an effect, if possible, and that the intention must be collected from the whole instrument taken together. Who can entertain a doubt, upon reading the note in question, that it was the intent of the defendant to bind the company, and not himself?” And is not the intent equally clear in this case? We know that to hold the letters "sec'y," as intended to be "a description of the person," would be simply a legal fiction, false in fact. It would simply amount to rejecting the words as surplusage. But this cannot be done if effect can be given to them upon the face of the paper itself. Most certainly it should never be done against the plain intent of the party who adds the letters to his name for an evident purpose, where that purpose can be collected from the entire instrument, and does not render the paper itself a nullity. The seal of the company is in the hands of the secretary; it is his duty to affix it to papers executed by the corporation. The presumption is, then, that he did, after signing his name and adding his office, affix the seal of the corporation, which, containing upon its face the proper designation of the corporation, was a signing of their name. In the case already cited, the opinion proceeds: "I can see no good reason for the addition of agent,' but to render the note obligatory on the company, and exclude all idea of individual liability. This is the plain language of the transaction; and we ought to give it the obvious meaning, and not entrap men by the mere form of words. This mode of signing the note will fairly admit of this construction: I, as agent of the company, pledge their credit, or give their promise to pay the note; or, the company, by me as their agent, promise to pay it. But if we consider the word 'agent' as merely descriptio persona, we give it no operation, and really expunge it from the writing. We are bound, however, to give effect to every word, if possible; and the only way to give Means v. Swormstedt. this word any effect is to make the note binding on the company." It can be a matter of no import how a name is affixed to a paper, whether written with ink or pencil, printed or stamped. The intent in placing it there must control, and where that intent is evident, effect should be given to it. The fact that when such a presumed intent will destroy the character of the paper a court will not indulge the presumption, results only because there exists a stronger presumption in law, that every one intends his act shall have effect. M'Clure v. Bennett, 1 Blackf. 189, followed by Mears v. Graham, 8 id. 144, and Potts v. Henderson, 2 Ind. 327. The rule, as stated in Hovey v. Magill, supra, is recognized in 1 Par. Con. 97, who states that, in such a case, "it is quite well settled that the company, not the agent, will be liable on the note." So, also, it is stated in Angell & Ames on Corp. § 294. Judge STORY thus states the rule: "A liberal construction is ordinarily adopted in the exposition of commercial instruments, for the purpose of encouraging trade, and to meet, as far as possible, the ordinary exigencies of business, which require promptitude of execution, and rarely admit of deliberate examination of the true force of words. In furtherance of this policy, if it can, upon the whole instrument, be collected that the true object and intent of it are to bind the principal, and not to bind the agent, courts of justice will adopt that construction of it, however informally it may be expressed." Story Prom. Notes, § 69. The well-considered cases sustain this position. The note was plainly intended to read as executed by "Wm. B. Swormstedt, Sec'y Neal Manufacturing Co., Madison, Ind. ;" and if effect be given to the addition to the name, the corporation must be bound. The ruling sustaining a demurrer was correct, and the judgment is affirmed with costs. NOTE. The general rule is well established that a person who has in fact signed a written document cannot discharge himself from personal liability on the ground that he only signed as agent for another, unless it appear upon the face of the instrument that he signed as such; and this is peculiarly so with regard to negotiable instruments. But it is often a nice question to determine whether the agent is or is not personally bound. The authorities are not harmonious, and we shall attempt to refer to only the most important. In Price v. Taylor, 5 H. & N. 540, merely appending to the signature a word of description, such as "director," "secretary," etc., was thought not to be sufficient. It seems, however, that the word "as" prefixed to the description would probably indicate the agency. In Aggs v. Nicholson, 1 H. & N. 165, a promissory note ran in form: "We, two of the directors of the A. L. A. S., by and on behalf of the said society, do hereby promise to pay," etc. (Signed) Charles Nicholson, H. Wood. The court held the directors not to be personally liable, though MARTIN, B., hesitated to Eames A. Swormstedt. accede to the judgment. In Alexander v. Sizer, L. R., 4 Ex. 102, the note ran: “1 promise to pay," etc., and was signed for M. T. & W. company, J. S., secretary. The court held the defendant not personally liable, although CLEASBY, B., dissented. In Dutton v. Marsh, Q. B., 19 W. R. 754, the note ran: "We, the directors of, etc., do promise to pay," etc. (Signed) P. J. Marsh, chairman, J. Higgins, S. Broadbent, H. Johnson. The note contained no word indicating agency, except the word denoting an office in the body, but the corporate seal was affixed. The court held the directors personally liable. In the case of Lindus v. Melrose, 2 H. & N. 293, the note read: "Three months after date we jointly promise to pay S., or order, 600l., for value received in stock on account of the London and Birmingham Iron Hardware Company (limited) payable at the London Joint Stock Bank," etc. (Signed) James Melrose, H. W. Wood, John Haines, directors. (Countersigned) Edwin Guest, secretary. The exchequer chamber held, that the signers were not personally liable, but inserted a denial that "we intend to throw any doubt upon the rule that an agent putting his name to a mercantile instrument is liable as a principal, unless the instrument distinctly shows that he signs as agent, or that we mean to break in upon the rule verba fortius accipiuntur contra proferentem." In this country it has been held, that, where an agent made a promissory note thus: "I promise to pay," and signed it Pro. C. D., A. B., it was the note of the principal, and not of the agent. Long v. Coburn, 11 Mass. 97. So where A. and B. wrote a note in these words: "We jointly and severally promise," and signed it A. and B. for C., it was held to be the note of C. Rice v. Gove, 22 Pick. 158; Emerson v. Prov. Hat Manufac. Co., 12 Mass. 237. So a note of like tenor, signed “A. B., agent for C. D.," was held to be the note of the principal. Ballou v. Talbot, 16 Mass. 461. Where a promissory note was in these words: "I, the subscriber, treasurer of the Dorchester Turnpike corporation, for value received, promise," etc., and was signed "A. B., treasurer of the Dorchester Turnpike corporation," it was held to be the note of the corporation and not of the treasurer. Mann v. Chandler, 9 Mass. 335. So, where a note purported to be a promise by "The president and directors of a corporation," and was signed "A. B.- president," it was held to be the note of the corporation Mott v. Hicks, 1 Cow. 513. The decision in Hill v. Bannister, 8 Cow. 31, is not in har mony with these decisions, nor has it been followed in this state. There the defendants gave their note with the addition of "Trustees of Union Religious Society, Phelps," and proved that it was given for a debt due from the society. The court, nevertheless, held the defendants to be personally liable. As a general proposition it is undoubtedly true, that one who signs a writing as "agent," "trustee or "president," is regarded as merely describing himself, and hence is held to be personally liable. Taft v. Brewster, 9 Johns. 334; Stone v. Wood, ↑ Cow. 453. But when a writing is thus executed, with full authority from a principal, the party on whose account it is executed is alone liable. Bank of Genesce v. Patchin Bank, 19 N. Y. 315. In this case the several New York decisions are examined and the above principle announced. There, S. B. S., cashier of a bank, sent plaintiff, to be discounted, a bill of exchange, dated ten days previous, payable to the order of S. B. S., Cash., indorsed by him, with the same addition to his signature, and inclosed in a letter, dated at the banking-house, and signed "S. B. S., Cash." It was held that these circumstances imported that the indorsement was that of the bank, and not that of S. B. S. individually. So it has been held that an indorsement of a note to the cashier of a moneyed corporation, by adding the word "cashier" to his name in the indorsement, is a transfer to the corporation when that was the design of the transaction. Watervliet Bank v. White, 1 Denio, 608. And so an officer of a corporation to whose order, as such, a note executed to it is payable, and who indorses the note, adding to Lis name his official character, and negotiates it on behalf of the corporation, is not personally responsible as indorser. Babcock v. Beman, 11 N. Y. 200; see, also, Bank of N. Y. v. Bank of Ohio, 29 id. 619. The true rule of construction is said by Mr. Justice STORY to be, "that if it can, upon the whole instrument be collected, that the true object and intent of the instrument are to bind the principal and not to bind the agent," courts of justice will adopt that construction of it, however informally it may be expressed.--REP. Spitler v. James. SPITLER, adm'r, appellant, v. JAMES. (32 Ind. 202.) Promissory note— Indorsement of blank form—alteration by maker. A. indorsed a blank form of a promissory note and delivered it to the maker, stipulating that it should not be made payable at a bank. In filling up the note the maker made it payable at a bank, and in that condition negotiated it. Held, that A. was liable on the note in the possession of a bona fide. THE appellees brought this action against the appellant, as administrator of the estate of George W. Spitler, deceased, upon a note payable at the Laporte branch of the Bank of the State of Indiana, executed by Irwin & Hopkins to the said George W. Spitler, during his life, who indorsed it to J. & D. S. Eason, by whom it was transferred, by indorsement, to the appellees. The complaint is in two paragraphs. The first alleges the insolvency of Irwin & Hopkins and of J. &. D. S. Eason when the note became due, as an excuse for the failure to sue them. The second paragraph alleges the transfer of the note, by indorsement, to the appellees, for a valuable consideration, before due, in the ordinary course of business, and its protest for non-payment. The appellant answered in denial, and also in three special paragraphs. A demurrer was sustained to the second paragraph, and this presents the only question argued by the appellant arising upon the pleadings. This paragraph averred, that when the said George W. Spitler indorsed the paper in suit, it was simply a printed blank form, as follows: " after date promise to pay to the order of dollars for value received, without any relief whatever from valuation or appraisement laws;" that the decedent, at the request of the makers, and for their accommodation, placed his name on the back of said paper; that he was informed that the paper was to be passed to John Eason, in part payment for a stock of goods, and that he stipulated that the note, when filled, should not be made payable at a bank; "that afterward said note was filled up as it now appears, and delivered to said John Eason, the words at the Bank of the State of Indiana, at the Laporte branch,' being inserted at the special request of said John Eason, though at the time of said insertion, and at the time of the delivery of said note, said John Eason was informed of the stipulation aforesaid, made by said dece Spitler v. James. dent, but notwithstanding such information insisted upon and procured said words, 'at the Bank of the State of Indiana, at the Laporte branch,' to be inserted in said note, which was done without the knowledge or consent of said decedent." The note, as set out in the complaint, was in this form: " $1,739.08. LAPORTE, July 20, 1860. Twenty-four months after date we promise to pay to the order of George W. Spitler, at the Bank of the State of Indiana, at the Laporte branch, seventeen hundred and thirty-nine dollars and eight cents, for value received, without any relief whatever from valuation, appraisement, or stay laws, with interest. IRWIN & HOPKINS." Indorsed: "Pay to the order of John Eason & D. S. Eason, who compose firm of J. & D. Eason. GEORGE W. SPITLER.” "Pay to the order of James Kent, Santee & Co JOHN EASON, Late firm of J. & D. S. Eason, in liquidation.” J. E. & E. M. McDonald, A. L. Roache and J. W. Nichol, for appellant. W. C. Hannah, R. S. Duiggins, S. P. Thompson, L. A. Cole and E. L. Bennett, for appellees. RAY, J. (after stating facts): It will be observed that, in this case, we are not called upon to consider the effect of the alteration of a written instrument against the consent of a party to its execution there was neither erasion nor interlineation - but the fact that the maker, whom the indorser intrusted with the right to fill certain blanks in the paper, fixing the amount, the date, the time of payment, and the payee, in disregard of his trust "inserted," or included, after the name of the payee, in the blank space, a place where payable. What are the consequences of this breach of trust upon the paper in the hands of an innocent holder? In England the indorser would, perhaps, be discharged, because the courts there now hold the maker not chargeable with a simple breach of trust, but guilty of forgery. Awde v. Dixon, 6 Exch. 869; Rex v. Hart, 1 Moo. C. C. 486; Regina v. Wilson, 1 Den. C. C. 284. But this is recent law in England, and has never been generally accepted as authority in this country. Bank of Mo. v. Phillips, 17 Mo. 29. Russell v. Langstaffe, 2 Doug. 514, was a case where one Galley, having had frequent transactions with the plaintiff, a banker, and |