Instruments. As to either no parol evidence is admissible to

cliange the legal effect of what appears upon the face of the

instrument.^

To this general rule there are two possible exceptions, so

far as concerns negotiable instruments : first, it is sometimes

held that where there is any indication by words of descrip-

tion or otherwise, that the person signing the paper signed as

agent for another, parol evidence may be admitted in an ac-

tion between the original parties, or those who took the paper

with full knowledge of the circumstances attending its exe-

cution, in order to show the actual understanding and intent

of such original parties ; second, it is held that where there

is a serious ambiguity on the face of the paper, parol evi-

dence may be introduced as between any party and a bona

fide holder for value in order to explain or remove such

ambiguity.

The first exception is not universally admitted. Some juris-

dictions adhere to tlie strict technical rule that parol evidenoe

1 Leadbitter v. Farrow, o M. & S. 345 ; Price v. Taylor, 5 11. & N.

540; Button v. INIarsh, L. R. 6 Q. B. 361; Cragin v. Lovell, 109 U. S.

194; Barlow v. Congregational Society, 8 Allen (Mass.), 400; Sturdivant

V. Hull, 59 Me. 172; Rendell v. Harriman, 75 Me. 497; Casco N. B. v.

Clark, 139 N. Y. 307. See ante, В§ 128.

2 Ante, В§ 123. See Leake on Cont. (6th ed.) pp. 441-442.

8 Briggs V. Partridge, 64 N. Y. 357.

240 AGENT AND TIIIUD PARTY.

is inadmissible to introduce into a neQ:otiable instrument any

person wiio is not by the terms thereof a party to the in-

strument, and that the ambiguity or doubt raised by sign-

ing '' A, agent," or " A, agent of P," or " A, treas.," ^ or " A,

treas. of P. Co.," is not sufficient to let in parol evidence even

as between the original parties to the paper or those who

stand in their shoes.^ On the other hand, there is a strong

authority for the exception to be found in the lioldiugs of

other jurisdictions.^

The second exception is also involved in considerable con-

flict and confusion. The face of the negotiable instrument

may disclose an ambiguity or doubt as to who is the real

maker, and in such a case it is said that parol evidence is

admissible to remove the ambiguity. At one extreme are

cases where clearly the instrument is upon its face the obli-

gation of the principal. At the other extreme are cases where

clearly the obligation is that of the agent. Between these

extremes, and shading into them by imperceptible degrees,

are cases of ambiguity or doubt. Some of these ambiguous

cases are resolved by the court as cases for interj)retation

npon an examination of the instrument. Some are resolved

by the aid of parol evidence introduced to remove that am-

biguity. Almost hopeless confusion arises from the fact that

practically the same instrument will be resolved by one court

by interpretation as the obligation of the principal, by another

as the obligation of the agent, and by a third in accordance

with the fact as established by parol evidence.^