Harwood's Executors v. Humes

ORMOND, J. The declaration charges the testator of the plaintiffs in error, with making the note sued upon, in his individual name and cápacity. The defence set up is, that in making the note, he was acting as a trustee, and agent of a corporation — the Methodist Episcopal Church. The plea in which this defence is made is defective, in not alledging that he had authority to bind the corporation by his act, and that it had the faculty of becoming bound for the payment of money. Nor indeed does it appear that he undertook to bind the corporation. So far as we can judge of the note, from its description in the declaration, he became bound individually for the payment of the money. One who undertakes to make a contract, either for an individual or a corporation, and contracts in such a manner that, his principal is not liable, is responsible himself. If then it appeared, that he undertook to bind the corporation, as he shows no authority for his act, he would be individually responsible. The other plea is equally untenable. It is there alledged, that the note was made by the deceased, as the agent of the members of the church, but it is not alledged that he had authority^ bind any one by this act, or that any one is bound by the act. An agent when sued upon a contract made by him, can only exonerate himself from responsibility, by showing his authority to bind those for whom he assumes to act. Nothing of that kind appears. It is alledged that he signed the note by virtue of the power vested in him as one of the building committee. This is not sufficient to show, that he had power to charge any one by signing a note as their agent. Nor indeed does it appear, as remarked in re [662] ference to the other plea, that in executing the note he assumed to act as the agent of any one. [Mott v. Hicks, 1 Cowen, 513; Gillespie v. Wesson, 7 Porter, 451; Lazarus v. Shearer, 2 Ala. 723.] Let ths judgment be affirmed.