1 Tucker Mfg. Co. V. Fuirbauks, 98 Mass. 101 ; Williams V. Second n.

B., 83 Iiid. 237 ; Collins v. Buckeye State Ins. Co., 17 Oh. St 215.

2 Metcalf V. Williams, 104 u' s. 93; Case Mfg. Co. V. Soxman, 138

U. S. 431 ; Brockway v. Allen, 17 Wend. (N. Y.) 40; Kean v. Davis, 21

N. J. L. 683 ; Keidan v. Winegar, 95 Mich. 433 ; Kline v. Bank, 50

Kaiis. 91 ; Janes v. Citizens' Bank, 9 Okla. 546, and cases there discussed,

overruling Keokuk Falls Imp. Co. v. Kingsland, &c. Co., 5 Okla. 32.

8 Compare, for example, Carpenter V. Farnsworth, 106 Mass. 561 ;

Casco National Bank v. Clark, 139 N. Y. 307 ; and Fraiikland r. John-

son, 147 111. 520. And compare Liebscher v. Kraus, 74 Wis. 387; Mat-

thews V. Dubuque Mattress Co., 87 Iowa, 246; and Reeve v. First Matioual

Bank, 54 N. J. L. 208.

LIABILITY IN CONTRACT. 241

Under such circumstances it is impossible to formulate

settled rules as to the interpretation of these intermediate

cases. Perhaps the most useful course will be to take up

the general classes of cases and ascertain the trend of judi-

cial oi)inion. The cases for construction fall first into three

classes : (1) where the construction rests upon the signature

alone; (2) where the construction rests upon the signature

aided by recitals in the body of the instrument ; (3) where

the construction rests upon the signature aided by marginal

recitals, memoranda, or headings. These will be considered

in the order named.

The parties upon a negotiable instrument may be the maker

of a promissory note or the drawer of a bill of exchange, or

the acceptor of a bill of exchange, or the indorser of a bill or

note. And fii'st of the maker or drawer.

§ 190. Same. — (1) Construction from signature alone.

1. The signature written by the agent as maker or drawer

may be unequivocally that of the principal, and the sole in-

quiry will be as to the authority of the agent to sign. The

following are such signatures. (1) P. Q. ; (2) P. Q., by his

agent A. B., or by A. B., agent, — or by A. B. ; (3) A. B.,

agent for P. Q. ; or A. B. for P. Q. ; (4) Pro. P. Q.—

A. B.i

2. The signature written by the agent as maker or drawer

may be unequivocally the signature of the agent alone, and

the agent alone will be bound. The following are such

signatures : (1) A. B. ; (2) A. B., agent ; (3) A. B., agent

of P. Q.;2 (4) A. B., president, or treasurer, etc. ; ^ (5) A.

1 1 Daniel on Neg. Inst. В§ 298 ; Long v. Colbnrn, 11 ]\Iass. 97; Ballou

V. Talbot, 16 Mass. 461; cf. Tannatt v. Rocky Mt. Nat. Bk., 1 Colo.

278; De Witt v. Walton, 9 N. Y. 571.

2 Sparks v. Dispatch Trans. Co., 104 Mo. 531; Pentz v. Stanton, 10

Wend. (N. Y.) 271; Williams v. Robbins, 16 Gray (Mass.), 77; Bank v.

Cook, 38 Oh. St. 442; Tarvcr v. Garlington, 27 S. C. 107; Cragin v.

Lovell, 109 U. S. 194.

3 Davis V. England, 141 Mass. 587; Hobson v. Hassett, 76 Cal. 203 ;

cf. Metcalf v. Williams, 104 U. S. 93, which was a case between original

parties, and Devendorf v. West Virginia, &c. Co., 17 W. Va. 135, which

16

242 AGENT AND THIKD TAKTY.

B., president, or treasurer, etc., of the P. Q, Co. ;^ (G) A. B.,

trustee.^

It has been thought that tlie signature " A. B., cashier,"

stands upon a different footing, but this is questionable.^ It

has also been hckl that there is a distinction between suits

brought by a party to the instrument, or one who stands in

his shoes, and suits by a bona fide holder for value. ^

3. The signature written by the agent as maker or drawer

mav be the signature of his principal followed by his own

signature with the descriptive words, " agent," "president,"

"treasurer," etc., added, as, for example, "The P. Q. Co.,

A. B., President." In such a case there are three holdings on

practically the same state of facts : (a) that it is the signa-

ture of the principal alone ;^ (h) that it is the signature of

both the principal and agent ;В° {e) that it is an ambiguous

signature and parol evidence is admissible to explain it.^

Two other auxiliary holdings may be noted. First, the seal

of the corporation is to be given the same effect as the written

name of the corporation.^ Second, in a jurisdiction where

parol evidence would not be admitted to discharge the agent,

the instrument may be reformed in equity to work his dis-

charge, in case of proof of mutual mistake as to the form of

signature necessary.^

4. The principal may adoj)t the name of the agent as his

seems to proceed upon tlie theory that the principal had " adopted " tlie

agent's name.

1 Sturdivant v. Hull, 59 Me. 172; Rendell v. Ilarrinian, 75 Me. 497;

Tucker Mfg. Co. r. Fairbanks, 98 Mass. 101 ; Burlinganie v. Brewster,

79 111. 515;' I'.ank v. Cook, ;58 (3h. St. 442.

2 Price I'. Taylor, 5 H. & N. 540.

В» See pout, В§ 194.

4 Anie, В§ 189.

6 Lieb.scher v. Kraus, 74 AVis. 387; Reeve v. First Nat. Bk., 54 N.J.

L 208; Grafton N. B. v. Wing, 172 Mass. 513.

В« Matthews v. Dubuque INIattress Co., 87 Iowa, 246.

в– ^ Bean v. Pioneer Mining Co., CG Cal. 451 ; Case Mfg. Co. v. Soxnian,

138 U. S. 431.

8 Means v. Swormstedt, 32 Ind. 87; Scanlan v. Keith, 102 111. 634 j

Miller v. Roach, 1.50 Mass. 140.

* hee V. Percival, 85 Iowa, 639.

LIABILITY IN CONTRACT. 243

trading name, and in such cases the signature A. B, is the

signature of P. Q. Thus a corporation may trade under a

partnership name,^ or the name of an officer,^ or a partner-

ship under the name of an individual.^ This presents one

case, therefore, where parol proof may always be given to

charge a person whose (true) name does not appear upon the

negotiable instrument ; and, as tliis exception exists, it seems