Laflin & Rand Powder Co. v. Sinsheimer

Bobinson, J., delivered the opinion of the Court. The appellant sued the appellee, as acceptor of the following bill of exchange: “$728.00.” “Irontown, Nov. 18th, 1874.” “Sixty days after sight, pay to the order of Laflin & Band Powder Co. seven hundred and twenty eight dollars, value received, and charge to account of Lancaster Furnace and M. Co. “ To L. Sinsheimer, per S. J. A. Jan. 20.” Baltimore. ’ ’ Written across its face, “Nov. 20, 1874, accepted. L. Sinsheimer, Treas. of L. F. & Mining Co.” It is insisted, that the bill on its face imports a personal liability of the appellee as acceptor ; and that parol evidence is inadmissible either to prove that it was accepted by him in his official character as Treasurer of the corporation, and for a debt due by it to the plaintiff, or to prove other facts and circumstances with a view of determining the personal liability of the appellee. The construction of written instruments, signed by persons describing themselves as agents, or as officers of corporations, has been a fruitful source of litigation, and the decisions are conflicting and in many cases unsatisfactory.

Not that there seems to be any difficulty in regard, to the rules of law, which ought to govern in the interpretation of contracts, but in the application of such rules to each particular case. The subject is fully considered by Parsons on Notes and Bills, Story on Promissory Notes, Byles on Bills of Exchange ; and we do not propose to examine in detail the many cases referred to by these writers, nor attempt the fruitless task of reconciling conflicting decisions. After all, the question whether one signing a note or accepting a bill, as an officer of a corporation, means to ⁴¹⁶ bind bimself personally, is a question of intention between tbe parties to tbe instrument; and this intention, we admit, as a general rule, must be determined by the face of the paper itself. Where one having authority, accepts a bill in such a manner as manifests an intention not to bind himself, but to bind a corporation of which he is an officer, and to be paid out of the funds of the corporation, it is clear in such a case, the acceptance will not bind him personally.

But cases frequently occur, owing to the almost infinite variety in forms of expression and in the use of words, in which it is difficult to determine from the face of the paper itself, whether the party signing, means to bind himself, and adds his official character merely for the purpose of indicating the character in which he acts ; or whether the official character is added for the purpose of showing he does a mere ministerial act; and that the promise is made and the obligation incurred for and in behalf of the corporation. In other words, does he, in the language of the Court in Bradlee vs. Boston Glass Com’y, 16 Pick., 347: “Apply the executing hand as the instrument of another ; or the promising and engaging mind of a contracting party.” In such cases where there is such ambiguity on the face of the paper as to be consistent with either construction, whether one means to bind himself personally, or acts only in an official capacity, parol evidence is clearly admissible, to prove the circumstances under which the contract was made; or, in other words, to prove the true nature of the transaction. Haile, et al. vs. Pierce, 32 Md., 330 ; 1 American Leading Cases, marg. 633, Notes to Bathbon vs. Budding and Pentz vs. Stanton. Parol evidence in such cases does not contradict, alter or add to the written instrument, but explains the intention of the parties, and which could not he ascertained with any degree of certainty from the face of the instrument itself. ⁴¹⁷ The question then in this case is whether there is any such ambiguity on the face of this hill and acceptance, as to make parol evidence admissible to prove the circumstances under which it was accepted.

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