Haile v. Peirce

Stewart, J., delivered the opinion of the' Court. The action in this case was brought to recover on the promissory note of the following description, to wit: $1,000. Baltimore County, August 8th, 1865. Four months after date, we, the President and Directors of the Dulaney’s Valley and Sweet Air Turnpike Company of Baltimore County, promise to pay to William F. Peirce or order, one thousand dollars, with interest, for value received.

Charles T. Haile, President. J. N. Henderson, Director. Joseph G. Dance. Edward R. Sparks; Seo’y.

The first and second counts of the narr. were for money lent and paid; the third, for the overdue and unpaid promissory note; the fourth, like the third, with the addition that the appellants promised as President and Directors of the Company. The appellants filed seven pleas — first, that they were never indebted; second, that they did not promise as alleged; third, fourth, fifth and sixth were special pleas, and demurred to, but not material, to be particularly described here; the seventh, that the promissory note sued on is not the note of the appellants. The appellants admit their signatures to the note and its ' due execution, but insist that they signed the same as agents for the company, and not in their individual capacity, for a debt due by the company; that the appellee accepted it as such, with full knowledge that such was its character and purpose. They therefore maintain, that it is not their individual noto, and- that they are not bound, individually, for its payment.

The material issue between the parties is, as to the liability of the appellants to pay the note in question. Owing to the obscure manner in which instruments have been drawn, and ³³¹ the uncertainty of the terms of description where contracts have been made or promissory notes given by agents, there has been difficulty in determining whether the principal or the agent, or both, are liable, not because of any difference in the principles of construction governing in such cases, but from their application to particular cases; and no uniform and consistent rule can be extracted from the authorities upon the subject. In the Court of Appeals of our own State, in the case of Sumwalt vs. Ridgely, 20 Md., 114 , the Court, referring to cases to be determined alone from the terms of the instrument, state — “ the established rule seems to be, that an agent, in making a promise for a principal, is liable on the promise, unless it be expressed in terms which show that it was made for and on behalf of the principal; and where an agent makes a promissory note to a third person, in terms sufficient to bind himself as principal, the mere addition of the word agent, or other description of his office or capacity, to his signature, does not change or vary the legal effect of the promise itself;” and reference is made to Story on Prom. Notes, secs. 67, 68 and 69, and Byles on Bills, 27, n. 1.

If it can be collected upon the whole instrument, that the “true object and intent of it were 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 on Prom. Notes, sec. 69. But sometimes the agent may attach to his signature the character in which he signs the instrument, without any correspondent, or other description, in the body of the note— or he may, in the