Jump v. Sparling

• Decision Date: 17 June 1914
• Citation: 218 Mass. 324,105 N.E. 878
• Parties: JUMP v. SPARLING.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

218 Mass. 324

105 N.E. 878

JUMP v. SPARLING.

Supreme Judicial Court of Massachusetts, Suffolk.

June 17, 1914

COUNSEL

Walter H. Thorpe, of Boston, for appellant.

Stebbins Storer & Burbank, of Boston, for appellee.

OPINION

RUGG C.J.

This is an action upon a promissory note of the tenor following:

'$596.20.

Boston Nov. 19th, 1908.

'On demand after date we promise to pay to the order of David F. Burns five hundred and ninety-six 20-100 dollars. Payable at State Street Trust Co., Boston, Mass.

'Value received with interest.

'J. H. Sparling, Treas. Stratton Engine Co.

'David F. Burns, Pres. Stratton Engine Co.'

The plaintiff is the trustee in bankruptcy of the payee. Oral evidence was received to the effect that both Burns and the defendant signed the note in their respective capacities as officers of the Stratton Engine Company, that it was executed at a meeting and under the direction of the board of directors of that Company, that both Burns and the defendant believed they were executing the note of the company, that the note was given in payment of a claim against the company, and that the defendant received no consideration for his signature. The answer pleaded these facts by way of equitable defense and averred further that, if the phraseology of the note had the legal effect of binding him personally, there was accident and mistake in the use of such words. The equitable defense was properly pleaded under Revised Laws, c. 173, § 28, as amended by St. 1913, c. 307; but, as later is pointed out, the facts set forth constituted a legal defense.

Under the law previous to the enactment of the negotiable instruments act, the defendant corporation would not have been held on this note. It would have been not the note of the corporation, but simply the individual note of the two individuals who signed. Davis v. England, 141 Mass. 587, 6 N.E. 731; Tucker Manuf. Co. v. Fairbanks, 98 Mass. 101. A change in the law in this respect has been wrought by that act. R. L. c. 73, § 37, is as follows:

'Where the instrument contains, or a person adds to his signature, words indicating that he signs for or on behalf of a principal, or in a representative capacity, he is not liable on the instrument if he was duly authorized; but the mere addition of words describing him as an agent, or as filling a representive character, without disclosing his principal, does not exempt him from personal liability.'

These words plainly imply that if the person signing a promissory note adds to his signature words describing himself an agent or as occupying some representative position which at the same time discloses the name of the principal, he shall be exempted from personal liability, while if he omits the name of the principal, although adding words of agency, he will be held liable personally and the words of agency will be treated simply as descriptio personae. In this respect the common-law rule of this commonwealth whereby agents bind themselves by a form of signing a note such as the one at bar, even though acting with authority, Haverhill Ins Co. v. Newhall, 1 Allen, 130, is abrogated. The agent now relieves himself from liability by a form of signature whereby he is described as agent of a disclosed principal. This conclusion is not at variance with Tuttle v. First National Bank of Greenfield, 187 Mass. 533, 73 N.E. 560, 105 Am. St. Rep. 420, and Dunham v. Blood...