So if an agent employed to buy bills get them payable to himself and endorse them generally, he will be liable upon that endorsement even to his own employer (34); to have

C. Farrow. To Messrs. A. and B. London." In an action thereon, the defendant urged that he was not personally liable, or at least that the plaintiff, who knew him to be only agent, could not sue him; but on a case reserved, the court held his signature pledged his own credit, and that only, and that he was therefore liable.

[Prince was agent of Higginson, and drew eight bills payable to Mayhew on Higginson, Dodge, and Co. of which house Higginson was the principal, directing them in the bills to place the amount to the debit of Higginson. Mayhew sued Prince as drawer, and the defence set up was, that the defendant was a mere agent of Higginson, for whose use and on whose account the bills were drawn, and that the plaintiff knew that the defendant acted as agent in drawing the bills. Parker J. delivered the opinion of the Court. “The defendant drew the bills putting his own name to them without qualification. He must therefore be considered the responsible drawer. The signer of any contract, if he intends to prevent a resort to himself personally, should express on the contract the quality in which he acts; otherwise he does not bind the party who employs him, and necessarily binds himself." Mayhew v. Prince, 11 Mass. R. 54. But see Van Reimsdyk v. Kane, post, p. 53.

In an action against the drawers of a bill drawn in Philadelphia upon Rotterdam, it appeared that the letters q. q. were added after the signatures of the defendants, which the counsel cortended meant qualitate qua, i. e. in the capacity of agent of the drawers. The defendants offered to prove a custom of the Dutch merchants in Holland and the West Indies, that it was the general understanding of the parties to such bills, that no recourse could be had against the drawers, but that credit was given to the fund or estate on account of which they drew. But the court refused to admit the evidence, not only because the bill was drawn in Philadelphia, but also because the general law of Europe with regard to bills could not be affected by the practice of the Dutch agents of sugar plantations. Verdict for plaintiff. Rheinhold v. Dertzell, 1 Yeates, 39.

But in a case in Pennsylvania, in an action by the payee against the drawer of a bill, the court held that the defendant would be exonerated, from his liability, by proving that between the payee and himself there was no consideration, and that the general understanding was that the drawer was merely an agent of the drawee, and not to be held responsible; and that it was not necessary to show a special agreement to exonerate him. Miles v. O'Hara, 1 Serg. & Raw. 32.

And where a note was made by a corporation payable to a person who was their agent, though the agency did not appear on the face of the note, and the note was endorsed by him with the word "agent" after his name, the Supreme Court of New York held that the endorser was not personally liable to a second endorser who had taken up the note, and who knew at the time the note was made that the first endorser was agent of the corporation. Savage C. J. dissented, considering the agent as personally responsible on his endorsement. Mott v. Hicks, 1 Cowen, 513.]

(34) Goupy v. Harden, Holt. 342. 2 Marsh. 404. 7 Taunt. 159. Plaintiff employed defendant at a commission of 10s. per cent. to pro

exempted himself he should have got the bills made payable to his employer, or should have introduced into his endorsement words to exclude his personal responsibility.

So if a man draw a bill or note as executor of J. S., and sign it in terms as such, yet if it is in a form which implies assets, or will procure forbearance, it will bind him personally. (35)

[So if a person signs a note " as guardian," he is personally liable on the note. (a)]

If an executor means to limit his responsibility, he should confine his stipulation, viz. to pay out of the estate; and if an executor endorse, it binds him personally. (36)

So if drainage or inclosure commissioners draw upon the banker appointed by the act, they may be personally liable, unless they use proper words to prevent it, though the bill

cure him bills on Portugal, and to transmit them to him in Paris : defendant got bills payable to his own order and endorsed them generally, without restriction: plaintiff afterwards sued him on this endorsement, and defendant insisted that under the circumstances this endorsment did not make him liable to plaintiff; but on rule nisi, to set aside verdict for plaintiff, the court thought it did; for had defendant meant to exclude his liability, he should have given a qualified endorsement; and rule refused.

(35) Childs v. Monins and Bowles, 2 Brod. and Bing. 460. Defendants signed this note, "As executors to J. S. we severally and jointly promise to pay plaintiff £200 on demand, together with interest:" they were sued thereon, and then contended that it only bound them as executors; but on demurrer the court were clear it bound them personally. It admitted assets, and tended to procure forbearance, and as a several note from each would bind the executor of whoever died first, and ultimately the executors of both; an effect it would not have, if it bound them as executors only.

[(a) The defendant made two notes, promising ❝ as guardian to A. L. an insane person." The court held that he was personally liable on the notes, after he had ceased to be guardian; and said that he could not make his ward liable on the contract, nor his ward's assets, and that his description of himself, in the notes, could not vary the form of action. Thacher v. Dinsmore, 5 Mass. R. 299.

Fuller, who was guardian of Scott, made a note promising, as guardian of Scott, and signed "Timothy Fuller, guardian." It was held that Fuller was personally liable on the note. Forster v. Fuller, 6 Mass. R. 58.]

(36) King v. Thom, 1 Term Rep. 487. The court held, that upon a bill payable to several as executors, they might sue as executors: and, per Buller J., no inconvenience can arise from their endorsing the bill; for if they endorse, they are liable personally, and not as executors, for their endorsement would not give an action against the effects of the testator.

imports to be drawn on the drainage or inclosure account, and directs the money to be placed to their account as commissioners. (37)

So if a bill is addressed to a man as cashier of a particular company, though it direct him to place it to the company's account, an acceptance upon it by him will bind him personally, unless he uses special words to prevent it. (38)

[If a person become party to a bill or note as the agent of another, and the agency appears on the instrument itself, the principal is bound if the agent had authority; but if the agent had no authority he is liable himself, either as a party to the instrument, or in a special action on the case. (a)

(37) Eaton v. Bell, Michaelmas, 1821. 5 Barnw. and Ald. 34. Defendants were inclosure commissioners, and plaintiff the banker under the act; the act authorized the commissioners to raise money by rate, and directed that persons advancing money for the purposes of the act should be repaid with interest out of the monies the commissioners should raise: defendants drew on plaintiff in this form: "Messrs. E.Pay A. or bearer, £40 on account of the public draining, and place the same to our account as commissioners of the Frodsham inclosure :" Plaintiff sued defendants personally; and Dallas C. J. left it to the jury whether credit was given by plaintiff to defendants personally, or to the fund they had to raise the jury thought it given to defendants personally; and, on case, the court thought them right, and plaintiff had judgment.

(38) Thomas v. Bishop, Ann. 1 Str. 955. A bill for £200 was drawn upon the defendant by the description of Mr. H. Bishop, cashier of the York Buildings Company, at their house in Winchester-street, London; and the bill directed him to place the £200 to the account of the company. The defendant accepted the bill; but on being sued insisted that the acceptance did not bind him personally, and gave in evidence that the letter of advice from the drawer of the bill was sent to the company. But Page J. directed the jury to find for the plaintiff, which they did; and upon a rule to show cause why there should not be a new trial, the whole court held the direction right: that the addition to the defendant's name was only to describe him with more certainty, and to point out where he was to be found: that the direction to place the money to the account of the company was for the use of the drawee only and that the letter of advice could not vary the case against an endorsec, (which the plaintiff was,) because an endorsee could only look to the bill itself. [(a) Colburn was sued as maker of a note signed by him " pro Wm. Gill, J. S. Colburn." The court held that the action would not lie; but that Gill was liable as maker of the note if Colburn had authority to sign it in his name; and that if Colburn had no authority, he was liable to a special action on the case. Long v. Colburn, 11 Mass. R. 97. In an action against Talbot as maker of a note which he had signed, writing after his name "agent for David Perry," where it was proved that he had no authority to act as Perry's agent, it was held that the

And the agent cannot be bound as a party to the instrument, if the principal is bound by it (a), although the agent should misapply the money raised upon it to his own private use. (b)

Where the principal authorizes his agent to draw bills for him, and the agent draws a bill signed with his own name, but on the face of the bill directing the drawee to charge it

action in this form was not maintainable; but that a special action on the case would be the proper remedy. Ballou v. Talbot, 16 Mass. R. 461. But in a similar case in New York, the court held that the person falsely representing himself as agent, was liable to an action as maker of the note. The court said, "If a person under pretence of authority from another executes a note in his name, he is bound, and the name of the person for whom he assumed to act will be rejected as surplusage. The party who accepts such a note under such mistake or imposition, ought to have the same remedy against the attorney who imposes on him, as he would have had against the pretended principal, if he had been really bound." Dusenbury v. Ellis, 3 Johns. Cas. 70.]

[(a) Chandler was sued as maker of several notes, in the following form: "I, the subscriber, treasurer of the Dorchester Turnpike Corporation, promise" &c. and signed "Gardner L. Chandler, Treasurer of the Dorchester Turnpike Corporation." These notes were given for a debt of the Corporation, and Chandler was duly authorized to make them. By the Court. "The Corporation is itself liable. The consideration moved wholly from them. It is very apparent that the plaintiff did not at the time of receiving the notes look to the defendant's personal security. The whole transaction was on behalf of the Corporation. Their property is liable; the defendant is not." Mann v. Chandler, 9 Mass. R. 335.

See also Mott. v. Hicks, 1 Cowen, 513.]

[(b) Darling was sued as acceptor of a bill and on the money counts. The bill was drawn on Darling, "agent of the Commission Company," and accepted thus, "Accepted, Noyes Darling, Agent C. C." Darling bad authority to accept bilis as agent of the Commission Company. The plaintiffs advanced money to Darling upon this bill; but the bill was drawn and accepted for, and the money appropriated to, Darling's private use, without the knowledge or consent of the company. The Court of Errors of Connecticut held that Darling was not liable to the action. Swift C. J. "Whether a party to an instrument made by an agent in the name of his principal, so as to bind him, but actually made for the benefit of the agent, may, in certain cases, waive his claim on the principal, and bring his action against the agent, as upon his personal contract, is a question not now necessary to decide. The plaintiffs now hold a bill of exchange uncancelled, against the Commission Company of sufficient ability to pay it, accepted by the defendant as their agent so as to be obligatory upon them, and to whom he is accountable for the money received. The express written contract extinguishes the implied one. The plaintiffs then cannot recover on either of the in debitatus counts; nor on the count for the bill of exchange, for that was never accepted by the defendant in his private capacity, but as agent for the Commission Company, so as to be binding on them." Gould J. dissented. Shelton v. Darling, 2 Conn. R. 435.]

to account of his principal, the principal is liable to the holder of the bill, in equity, if not at law. (a)

If in such case the agent has no original authority to draw, but the transaction be subsequently ratified by the principal, the latter will be liable as drawer. (a)]

Sect. 8. It is no objection to a bill or note, that it is payable or endorsed to a person who at the time it was given

[(a) Clark and the firm of Monroe, Snow, & Monroe, were joint owners of the ship Patterson. The ship was sent by the owners on a voyage to Batavia, and B. Monroe, of the house of Monroe, Snow, & Monroe, sailed in her as supercargo. He had authority from the owners, if he thought it best or necessary to complete the lading of the ship at Batavia, to draw bills on their joint account upon Crommelin & Sons, at Amsterdam. B. Monroe at Batavia took up money in joint account of the owners and invested it in a return cargo, and for the amount drew a bill on Crommelin & Sons in favor of Van Reimsdyk, concluding, "charge the same with or without further advice to account of John Innes Clarke, Esq. and Messrs. Monroe, Snow, & Monroe, merchants, Providence, Rhode Island, North America. Your ob't. serv't. Benjamin Monroe." The bill was dishonored, of which the ship owners had due notice, and Monroe, Snow, & Monroe became insolvent and were discharged under the insoivent laws of Rhode Island; and Van Reimsdyk brought a bill in equity in the Circuit Court against Clarke's executors. Story J. said that it was objected that the bill being drawn in the separate name of B. Monroe, no remedy lay against the ship owners. "In equity I find no difficulty in reaching all the parties who were beneficially interested. I do not mean to decide that even at law this bill would be deemed the separate draft of B. Monroe. Perhaps under all the circumstances, it might be questionable, if on the face of the instrument, it might not be susceptible of being construed a partnership draft. But even admitting it to be the separate draft of B. Monroe, the authority confided to him must be deemed to have entitled him to draw in his own name on the joint funds, and to have guarantied to the holder an acceptance and payment by the drawce." He said that it was objected, supposing the bill to be the separate bill of B. Monroe, that the agreement to pay by the joint owners being a parole agreement was within the statute of frauds. But he said there was no foundation for the suggestion, even if the statute could apply to a contract made in a foreign country, because it was a promise to pay their own debt, not that of a third person. Judgment was given for the plaintiff for the full amount of the bill, damages and interest. Van Reimsdyk v. Kane, 1 Gallis. 630. As to what is a sufficient authority to an agent to authorize him to sign a note, or draw or accept a bill, in the name of the principal, see Chomqua v. Mason, 1 Gallis. 342. Emerson v. Prov. Hat. Man. Co. 12 Mass. R. 237; and Munn v. Commission Company, 15 Johns. R. 44. It seems that a general agent has such authority; but not a subagent appointed by the general agent. Emerson v. Prov. Hat. Man. Co. 12 Mass. R. 237. Munn v. Commission Company, 15 Johns. R. 44.]