It would be improper to sustain a demurrer to a complaint

alleging the agency, since " non constat but the plaintiff may

be able to bring his case under that exception." * At common

law a husband may adopt as his own the indorsement made

by his wife in her name upon a bill or note payable to her

order, and in such a case her signature is his signature.^ It

has been suggested that a bank adopts the name of its cashier

as its trading name in the drawing and indorsing of negotiable

paper, but the cases are easily explainable without resorting

to this assumption.^

§ 191. Same. — (2) Construction from signature aided by recitals

in the instrument.

6. The body of the instrument may contain recitals as to

the identity of the principal or the fact of the agency which,

taken with the signature of the maker or drawer, will either, — •

(a) render the obligation clearly that of the principal, or (5)

render the instrument so ambiguous as to raise a case for in-

terpretation or construction by the court, or (^) render the

instrument so ambiguous as to let in parol evidence to explain

it. It is in the treatment of this class of instruments that the

greatest diversity of views prevails. A few illustrations are

given to show the nature of the problem.

(a) Tiie following has been said to be clearly the obliga-

^ Melledge v. Boston Iron Co., .5 Cush. (Mass.) 158.

2 Devendorf v. West Virginia, &c. Co., 17 W. Va. 135.

8 Rumsey v. Briggs, l;39 N. Y. 323; Bank v. Mouteath, 1 Denio

(N.Y.), 402.

4 Tarver v. Garlington, 27 S. C. 107.

5 Hancock Bank v. Joy, 41 Me. 568.

В® Poxt, В§ 194. Cf. dictum in Robinson v. Kanawha Valley bank, 44

Oh. St. 441, 448.

244 AGENT AN I) TIIIIUi PARTY.

tion of tlic principal : " We, as trustees (or \vc, trustees) of

the P. Q. Co., promise," etc., (signed) "A. B., C. D., trustees

of the P. Q. Co." ^ But the same recital with the signature

" A. B., C. D., trustees," was held to be the individual obliga-

tion of the signers.^ This is a very refined distinction, and of

doubtful utility. In another case it was held that a like re-

cital in an instrument signed "A. B., C. D.," with no official

description was clearly the obligation of the principal, but this

construction was, perhaps, aided by statute.^ (b) Cases fall-

Ing under this head are only a phase of those just con-

sidered. But that the obligation is not clearly that of either

the j)rincipal or the agent is shown by the fact that one court

will hold practically the same instrument to bind the princi-

pal, while another court will hold it to bind the agent, and a

third to be so ambiguous as to admit parol evidence.'' Where a

note reads " we promise to pay for the P. Co.," and is signed

" A. B., C. D., trustees," it is held to bo the obligation of the

signers ])ersonally.^ (c) The following have been said to be so

ambiguous as to let in parol evidence : "The P. Q. Co. prom-

ises," etc., (signed) "A. B., Gen. Supt.;"" "The directors of

the P. Q. Co. promise," etc., (signed) " A. B., C. D.," with no

additional words indicating agency;'^ " Pay to the order of

the P.'Q. Co.," etc., (signed) " A. B., President P. Q. Co." ^

§ 192. Same. — (3) Construction from signature aided by mar-

ginal heading or memoranda.

6. The margin of the instrument may contain headings or

memoranda disclosing the identity of the principal, or the fact

1 Barlow v. Congregational Society, 8 Allen (Mass.), 460; Blanchard

V. Kaull, 44 Cal. 440; ^"ew Market Savings Bank v. Gillet, 100 111. 2.54.

в– ^ Powers ('. Briggs, 79 111. 493. Contrn, Barlow v. Congregational

Society, supra; Aggs v. Nicholson, 1 H. & N. 10.5.

* Simpson v. Garland, 12 Me. 40.

* Compare, for example. Simpson v. (Jarland, supra, with Pack i'.

White, 78 Ky. 243, and McKensey v. Edwards, 88 Ky. 272.

6 Allan V. Miller, 22 L. T. R. 825. See also Bradlee v. Boston Glass

Manufactory, 16 Pick. (Mass.) 347.

Frankland v. Johnson, 147 111. 520.

в– ' IMcKensey v. Edwards, 88 Ky. 272.

8 Kean v, Davis, 21 N. J. L. 683.

A)*-

LIABILITY IN CONTRACT. 245

of the agency, which, taken with the signature of the maker

or drawer, will raise a case for interpretation. But there is

the widest divergence in the decisions as to the effect of the

interpretation.

(a) Headings. It has been held that negotiable instruments

headed with the name and, possibly, address of the principal

and signed " A. B., agent," or " president," " secretary," etc.,

is the obligation of the principal whose name is thus disclosed

upon the instrument.^ But other cases are to the contrary .2

And where one agent of the principal so named draws upon

another signing "A. B., agent," and the latter accepts, signing

" C. D., agent," the acceptor is personally bound since the

force of the heading is exhausted in qualifying the liability of

the drawer.^ In the leading case of Mechanics' Bank v. Bank

of Columbia,* the instrument was headed " Mechanics' Bank

of Alexandria" and signed " Wm. Paton, Jr.," with no words