Richmond Locomotive & Machine Works v. Moragne

119 Ala. 80

• Court: Supreme Court of Alabama
• Decided: July 1, 1898
• Status: Published

Opinion

McCLELLAN, J.

If an agent, in the execution of a promissory note, disclose his principal, make it appear on the face of the paper that it is the contract of the principal, and sign it as agent, of course the principal is bound, the undertaking being within the agency, and the agent is not. On the other hand, if a principal is not disclosed on the face of the paper, and the party signing describes himself as agent, trustee, or the like, without more, it is the obligation alone of the party whose name is set to the paper, the superadded word or words being mere descriptio personae to. be disregarded as surplus-age, and evidence cannot be received to show that he was, in fact, the agent or trustee or the like of an undisclosed principal, cestui que trust or the like, and that the obligation was that of such other person. And again,;'if the paper discloses the names of two parties, either of whom may be the obligor, and it is doubtful from the whole instrument which of the two is intended to be bound, and the signer describes himself as agent, or as acting in other representative capacity, parol evidence is admissible to show that it is the obligation of the party named in but not signing the paper.

These propositions are not only settled by the great weight of authority in other jurisdictions, but they have been several times declared and reaffirmed by this court and never departed from, as a critical examination of the cases relied on by the appellees themselves will demonstrate. — Lazarus v. Shearer, 2 Ala. 718; Baker v. Gregory, 28 Ala. 550; Drake v. Flewellen, 33 Ala. 106; May v. Hewitt, Norton & Co., 33 Ala. 161; Ware, Murphy & Co. v. Morgem & Duncan, 67 Ala. 461; Collins v. Hammock, 59 Ala. 448. In all these cases where parol evidence was let in, the names of two or more possible obligors appear on the face of the instrument in such way as to render it doubtful from the paper itself which of them was intended to be bound, the question being thus brought within the category last above stated. This is not true of the instrument now before us. The only possible obligors upon it are those whose names are signed to it. The only ether name upon, the paner is that of the payee. The name of no other possible obligor being disclosed, the words “Board of Business Managers” following the signatures of the defendants, it be- • ing in nowise indicated of what or of whom they are business managers, are merely descriptive of the persons of the signers, and to be wholly disregarded as surplusage. Thus the case is brought within the second category above stated; and the defendants should not have been allowed to plead or prove that it was the intention of the parties to the note to bind the' Etowah Alliance Manufacturing Co., of which they were the board of business managers, and not themselves individually. The rulings of the trial court were not in line with these views, and its judgment must be reversed.

The cause is remanded.