Haile v. Peirce

• Decision Date: 10 March 1870
• Citation: 32 Md. 327
• Parties: CHARLES T. HAILE, JAMES N. HENDERSON and JOSEPH G. DANCE v. WILLIAM F. PEIRCE.
• Court: Maryland Court of Appeals

32 Md. 327

CHARLES T. HAILE, JAMES N. HENDERSON and JOSEPH G. DANCE v. WILLIAM F. PEIRCE.

Court of Appeals of Maryland

March 10, 1870

APPEAL from the Circuit Court for Baltimore County.

The facts of the case are sufficently detailed in the opinion of the Court.

The cause was argued before BARTOL, C.J., STEWART, BRENT, MILLER ALVEY and ROBINSON, J.

Lewis H. Wheeler and R. R. Boarman, for the appellants.

The appellants had a right at the trial below to plead and to give in evidence to the jury that the promissory note in question was not their note, but that it was the promissory note of a corporate body, (to wit: the Dulaney's Valley and Sweet Air Turnpike Company,) of which the appellants were the officers, and that in signing said note the appellants acted solely in a ministerial capacity, under due and formal authority from the said corporation, and these facts were known to the appellee at the time he loaned the money which formed the consideration of the said note. Wyman vs Gray, 7 H. & J., 409; Johnson vs Smith, 21 Conn., 627; White vs. Skinner, 13 Johns. Rep., 307; Hovey vs. Magill, 2 Conn., 680; Hodgson vs. Dexter, 1 Cranch, 105; Collins vs. Johnson, 16 Georgia, 458; Babcock vs. Beman, 1 Kernan, 200; Byles on Bills, (4 Am. Ed.,) 27, (1;) Brockway vs. Allen, et al., 17 Wendell, 40; Story on Agency, (6 th Ed.,) 154, a.

A corporation can act only through its officers, and in no case would they be safe in the discharge of their duties if they were not allowed to give evidence of their ministerial and official acts in suits brought for the purpose of rendering them personally liable for their official contracts. Hodgson vs. Dexter, 1 Cranch, 105

Arthur W. Machen, for the appellee.

The note in question is, upon its face, the promissory note of the defendants. Sparks, possibly, was also liable; but this is unimportant, as he had not been made a party defendant, and as his non-joinder was not pleaded in abatement. But the defendants are certainly bound, personally. Although they are described in the body of the instrument as the President and Directors of a corporation named the Dulaney's Valley and Sweet Air Turnpike Company, and add the words "President" and "Director" to two of their names in the signature, there are no words, either in the body or signature, declarative of a promise made for said corporation. The words " we" also indicate a promise of the signers, and not of the corporation. Sumwalt vs. Ridgely, 20 Md., 107; Wyman vs. Gray, 7 H. & J., 409; Lennard vs. Robinson, 5 El. & Black., 125; Hills vs. Bannister, 8 Cowen, 31; Byles on Bills, 55.

The note could not be held to be the note of the corporation. Its charter contains no express authority to issue negotiable paper, and a turnpike company possesses no such power by implication. Grant on Corp., 276, (80 Law Library, 287;) Byles on Bills, 33; Pennsylvania Steam Navig. Co. vs. Dandridge, 8 G. & J., 218; Abbott vs. Balto. & Rapp. S. P. Co., 1 Md. Ch. Dec., 542; Maryland Hospital vs. Foreman, 29 Md., 524.

The rule is, that an ambiguously-worded instrument is to be construed ut res magis valeat quam pereat, and, as the company could not be bound, the parties who signed must, of necessity, be bound; the words used being sufficient to charge them. All the cases recognize this principle. Mare vs. Charles, 5 El. & Black., 978, (85 E. C. L.)

The case falls within the rule that an agent, assuming to represent a principal, but having no authority to bind the principal, is himself liable upon the contract, provided it be in such form that, rejecting the words relating exclusively to the principal, it contains apt words to charge the pretended agent. Woodes vs. Dennett, 9 New Hamp., 55.

The case of Rew, Ex'r of Newton, vs. Pettet and others, 1 Ad. & El., 196, in its circumstances, strongly resembles the present case.

The parol evidence offered for the purpose of showing that the defendants were acting as agents for the turnpike company, and was so known and recognized by the plaintiff, was properly excluded. Parol evidence is never admissible for the purpose of discharging an agent from a liability imposed upon him by the terms of a written contract into which he has entered. Higgins vs. Senior, 8 M. & W., 844; Nash vs. Towne, 5 Wallace, 689.

Whether or not the defendants were understood to be acting as agents for the turnpike company was immaterial. They bound themselves, personally, by the terms of the note, and they had no power to bind the Company.

STEWART J., delivered the opinion of the Court.

The action in this case was brought to recover on the promissory note of the following description, to wit:

$1,000. BALTIMORE COUNTY, August 8th, 1865.

Four months after date, we, the President and Directors of the Dulaney's Valley and Sweet Air Turnpike Company of Baltimore County, promise to pay to William F. Peirce or order, one thousand dollars, with interest, for value received.

CHARLES T. HAILE, President.

J. N. HENDERSON, Director.

JOSEPH G. DANCE.

EDWARD R. SPARKS, Sec'y.

The first and second counts of the narr. were for money lent and paid; the third, for the overdue and unpaid promissory note; the fourth, like the third, with the addition that the appellants promised as President and Directors of the Company.

The appellants filed seven pleas--first, that they were never indebted; second, that they did not promise as alleged; third, fourth, fifth and sixth were special pleas, and demurred to, but not material, to be particularly described here; the seventh, that the promissory note sued on is not the note of the appellants.

The appellants admit their signatures to the note and its due execution, but insist that they signed the same as agents for the company, and not in their individual capacity, for a debt due by the company; that the appellee accepted it as such, with full knowledge that such was its character and purpose. They therefore maintain, that it is not their individual note, and that they are not bound, individually, for its payment.

The material issue between the parties is, as to the liability...