McClernan v. Hall

Bartol, C. J., delivered the opinion of the Court. The rule of law applicable to this case is very clearly stated by the Court of Appeals in Key vs. Parnham, 6 H. & J., 421 , as follows: “ Wherever, upon the face of an agreement, a party contracting plainly appears to be acting as the agent of another, the stipulations of the contract are to be considered as operating solely to bind the principal; unless it manifestly appears by the terms of the instrument, that the agent intended to supcradd or substitute his own responsibility for that of his principal.” In 1 American Leading Cases, 628 , the same rule is thus stated: “ In respect to the liability of the principal on written contracts; if the name of the principal, and a relation of agency be stated in the writing, and the agent really be authorized, the principal alone is bound, unless the language express a clear intention to bind the agent personally.” Applying this rule to the present case it seems to be very clear that the appellees are not personally liable upon the contract here sued upon. The written papers signed by the parties, by which the contract is evidenced, show on their face that the contract of purchase was made by the appellees as agents for John Koper, of New York, who is named as principal. The memorandum of sale, signed by the appellant the vendor, expresses in terms that the sale was made to “ John Koper, No. 10 Old Slip, New York,” and the appellees, the agents, are not even named therein.

The rights and obligations of the parties must