2 tion being regarded as indicative that it was the corporate bill. So, "charge to accouut of this company. I. R. Jackson, agent," was held the company's draft, it being a printed corporate draft, with other marks of official character. But the words, "charge to account of proprietors Pembroke Iron Works," signed simply "Joseph Burrell," with no mark of corporate liability or agency of Burrell, was considered his personal bill. So, "place to the account of Durham Bank, as advised," signed simply "Christ'r Farrow," was held to bind Farrow personally, although he was known to be agent of the bank, the expression importing, as said by counsel, "nothing more than that the drawer had a credit with the Durham Bank to the amount, and that the drawees were to look to that credit." So, a bill signed "A. B., Pres't," with direction "to charge as ordered," would be plainly the drawer's individual draft.1 8 § 411. Where the bill was headed with the name of a banking house, the direction was "charge same to account of this office," and was signed by the drawer as agent, these three circumstances were considered as definitely fixing it as the banker's and not the agent's draft.5 Where the bill contained a direction "to charge the same to account of disbursements of bark Dublin," and was signed by the master of the vessel without addition, it was held that the owners were not bound, there being no disclosure of agency. And this seems to us the correct view, for the 6 6 1 Slawson v. Loring, 5 Allen, 343; (see post, §§ 412, 416, as to acceptor). Kean v. Davis, 1 N. J., 683. Bass v. O'Brien, 12 Gray, 477, Bigelow, J., saying: "The owners of the vessel were clearly not liable as drawers of the draft. It does not purport on its face to bind them. Peterson did not sign it as master or as agent of the owners, or otherwise indicate that he drew it in a representative capacity. The direction to charge the amount to the disbursements of the bark Dublin was only a designation of the account to which the payment was to be debited when the draft was taken up by the drawees, but did not in any way disclose the persons who were ultimately responsible for such disbursements. The rule is well settled that when an agent signs negotiable paper in his own name, without 3 reasons well stated by the court ; but, in Louisiana, where the agent of the owners of a steamboat drew a bill in his own name, and directed the drawee to charge the amount "to account of steamer Walter Scott,” it was held that the agency of the drawer was apparent on the face of the bill, in consequence of this direction, which negatived the idea of personal liability. If the bill were in the name of the corporation, and the direction to “charge this institution,” signed, “ A. B., cashier,” it is plainly the bill of the corporation. If the bill were signed thus : “ For the Montgomery Iron Works, A. B., pres't., C. D., sect'y,” it would be the bill of the corporation.” § 412. In respect to the acceptor of a bill.—There can be but one acceptor of a bill; and that person must be the drawee, unless he be an acceptor for honor. Therefore, , when it is sought to determine whether the officer or agent of a corporation, or the corporation itself, is the acceptor of a bill, the question may generally be solved by ascertaining who is the drawee. If the bill be drawn on the drawee as an individual, he can not, by words of procuration or official description in his acceptance, make it the corporation's. Thus, when the bill was addressed “to Mr. W. C.," and was expressed “ før value received in machinery supplied the adventurers in H. Mines,” and W. C. wrote upon it, “Accepted for the company, W. C., Purser,” it was held W. C.'s individual acceptance. So, where the drawee accepted in A disclosing his principal, the agent only is liable, and evidence dehors the instrument can not be resorted to for the purpose of showing that it was given for or on account of some other person. Whoever takes negotiable paper enters into a contract with the parties who appear on the face of the instrument, and can not look to other persons for payment." Newhall v. Dunlap, 14 Me., 182. The request to charge to “ account of cargo of the Hope" was said to indicate the fund to which it was to be charged, not the character in which the drawer signed.” To same effect, see Snow v. Goodrich, 14 Me., 235. * Maher v. Overton, 9 La., 115. ? Safford v. Wyckoff, i Hill, 11 ; 4 Hill, 442. 'Raney v. Winter, 37 Ala., 277. * Mare v. Charles, 5 El. & B., 978. Lord Campbell and Wightman and Coleridge JJ., concurred, and Coleridge J., said: “The bill was addressed to the defendant and no one else could accept it. He wrote upon it. Accepted,' and signed his name. He now says, in effect, that it was not accepted at all, and Vol. I.-25 form, “Treasurer Neuvitas M. Co.," it was held likewise." And on the other hand, if the bill be drawn on the corporation by name, and accepted by its appropriate officer or agent in his individual name, adding his official designation, the acceptance will bind the company only, and as taken in connection with the address, the agency for the drawee, who alone could accept, would be disclosed. And even if there were no expression indicating office or agency annexed to the acceptor's name, the very fact of acceptance would, we think, imply agency for the drawee. $ 413. Official designation added to drawee's name. In England, it has been long settled that even if the drawee's full official character be added to his name in the address of the bill, his acceptance will bind him personally, although there be expressions of agency in it also. Thus, where the address of the bill was to “ H. Bishop, cashier of the York Buildings Company, at their house on Winchester street, London,” and the direction was, “place the same to account of the York Buildings Company, as per advice," and was accepted thus, Accepted 13th June, 1732, per H. Bishop,” it was considered that the addition to the name was only descriptive, and as an indication where the drawee what he wrote amounted to a refusal to accept; and this, he says, is the effect of the words for the company.' The question then is, are we to construe this ut res magis pereat, as not an acceptance ? No; we must construe it ut res magis valeat, and, as my Lord (Campbell) has pointed out, it is easy so to construe it." · Bruce v. Lord, i Hilt., 247 (N. Y. Com. Pl., 1856). In Colorado a bill was worded and signed as follows: And charge the same to account of Boulevard & Navigation Company. By Win. Anderson, President,” and was addressed to "F. D. Hager, Treasurer," and was accepted by the drawee as addressed “F. D. Hager, Treasurer.” Held admissible to show by evidence that Hager was Treasurer of the drawer Company, and that the acceptance was the Company's. Hager v. Rice, 4 Colorado, 90. * Merchants’ Bank v. State Bank, 10 Wall., 604; Alabama Coal Mining Co. v. Brainard, 35 Ala., 479; A. J. Walker, C. J., saying : “ The bill of exchange in this case is alleged to have been drawn upon the defendant by the name and style of. Steamer C. W. Dorrance and owners,' and to have been accepted by the defendant in and by the name and style of St'r Dorrance, per G. M. McConico. The bill of exchange given in evidence corresponds, in the name and style of the address and acceptance, with the description alleged ; and if drawn upon the defendant, and by it accepted, as alleged, was admissible in evidence.” 'See might be found, and the order to place to account as a direction how the drawee might reimburse himself; that the letter of advice was inadmissible against the plaintiff as indorsee, and that Bishop was personally bound.' So, where the bill was addressed to “ J. D., Purser, West Downs Mining Co.," and was accepted as follows, “ J. D., Purser, per proc. West Downs Mining Co.," it was held J. D.'s individual acceptance.” And in the United States the same doctrine has been applied, but not without dissent. In New York, where the bill was drawn on “J. R. L., President Rosendale M'ng Co., New York,” and accepted in like style, it was said, “The bill can not be deemed the obligation of the company. It does not purport to have been drawn in thei. behalf, nor was it addressed to them, or accepted in their corporate name." 5 $ 414. Address of drawee as agent.--If the drawee be addressed as “A. B., agent,” and accept in like form, “A. B., agent,” he will undoubtedly be personally bound, as there is no disclosure of any principal in the address to which his acceptance could be responsive. 1 "Thomas v. Bishop, Chitty, Jun., 278; 2 Barnard, 335; 2 Stra., 955; 7 Mod., 180; Cases, tem. Hardwicke, i (1734); approved in Slawson v. Loring, 5 Allen, 345. * Nicholls v. Diamond, 24 E. L. & Eq., 403 ; 9 Exch., 154. * Moss v. Livingston, 4 Coms., 208. ‘Shelton v. Darling, 2 Conn., 435. In this case the bill was drawn on A. B., agent of the Commission Company,” and was accepted by “ A. B., agent, C. C.” Held, no action could lie against A. B. individually. Amison v. Ewing, 2 Cold., 367. Three bills were drawn on John O. Ewing, two designating him "Treasurer of the N. & N. W. R.R. Co.," and the other without any official designation whatever. All of them were accepted thus : “ Accepted payable on return of March estimates, John 0. Ewing, Treas.” And all of them were held binding on the company, and not upon the drawee personally. Moss v. Livingston, supra, Hurlbut, J. In Exchange Nat. Bank v. Third N. B., 4 Fed. R., 20, the bill was addressed to “ W. M. Conger, Secretary Newark Tea Tray Company,” and was accepted simply “payable at the Newark National Banking Company,” and it was held that the agent who took such acceptance was not guilty of negligence, and that in New Jersey, where the transaction occurred, parol evidence was admissible to explain the purport of the instrument, it being there considered ambiguous. • Slawson v. Loring, 5 Allen, 341 (1862). The bill was headed “Office Port age Lake Manufacturing Company,' was addressed, in capital letters, to "E. T 6 66 If the drawee be addressed personally, as H., and he write across the bill, Accepted ; Empire Mills, by H., Treasurer,” it has been held that could not be his individual acceptance, as there are no words which could possibly import an obligation on his part; nor could it be the company's, as it is not the drawee. But it has been considered in Maryland in a similar case, where a bill with the direction to charge to account of the L. F. & M. Co., was drawn by it, and addressed to L. S. individually, and by him accepted, with the addition of the words to his acceptance, “ Treasurer L. F. & M. Co.,” that parol evidence was admissible as between the payee and acceptor, to show the true intention of the parties. We regard this and similar ” cases as departures from the earlier and better rules which have already been set forth in the text, and which are calculated to preserve certainty in commercial paper. § 415. In respect to the payee and indorser.—As the designation of the drawee generally indicates who is bound as acceptor, so the designation of the payee generally indicates in what character the first indorser signs. If a note be payable to an individual, with the mere suffix of his offi LORING, AGENT," the address being printed as was the heading on a prepared form for company drafts. It was signed “charge the same to account of this company, I. R. Jackson, Agent.” The court thought it clear that Jackson was not personally liable as drawer, but that Loring, who had accepted by writing “ E. T. Loring, Agent,” across the face of the bill, was clearly liable as acceptor. After stating that the disclosure of the principal on the heading of the paper was only a disclosure of the drawer's principal, Bigelow, J., said: "What, ihen, is left on the face of the paper to show that the defendant is not liable as acceptor ? Nothing, except the single circumstance that the address to him as drawee is printed in large capital letters at the top of the instrument, with the addition thereto of the word agent. This, certainly, does not necessarily or even prima facie indicate that he is the agent of the drawers. It is, to say the least, equally consistent with the idea that he is the agent of some third person not named on the face of the bill. Nor can we give any great effect to the fact that the defendant's name as drawee is printed as part of the blank used by the company. A draft or bill in like form might be used, if their course of business was to deal with him as the agent of some other person or company.” The bill was sued on by an indorsee. "Walker v. Bank of State, 9 N. Y., 582. But see Amison v. Ewing, 2 Cold., ? Laflin & Rand Powder Co. v. Sinsheimer, 48 Md., 411. 2 |