Frambach v. Frank

Mr. Justice Goddard delivured. the opinion of the court. We think it satisfactorily appears from the evidence that the appellant was the authorized agent of the company, and acted as such agent in the purchase of the mill. The question to be determined, therefore, is whether this agreement, by its terms, imposes a personal obligation upon the appellant to pay the amount agreed to be’paid the appellee notwithstanding the property was so purchased. In other words, Does the language used in the agree [532] ment, when construed in the light of the surrounding circumstances, ex vi termini? bind the appellant, or does it obligate the company only, to pay to the appellee the consideration mentioned? It is well settled that an agent may bind his principal by a written contract, not under seal, without executing the same in the name of the principal, if, from the whole instrument, it may be gathered that he either acts as agent, or intends to bind his principal. In such case, although he executes the instrument in his own name, he will not be personally bound, unless the language shows a clear intent to the contrary, and the presumption is that an apparent agent intends to bind his principal, and not himself.. In Story on Agency (9th ed.), § 160a, the rule in respect to written contracts, not under seal, is stated as follows: “It is very clear from the authorities, that it is not indispensable, in order to bind the principal, that such a contract should be executed in the name, and as the act, of the principal. It will be sufficient, if, upon the whole instrument, it can be gathered, from the terms thereof, that the party describes himself and acts as agent, and intends thereby to bind the principal, and not to bind himself. ’ ’ In general, when a person acts and contracts avowedly as the agent of another, who is known as the principal, his acts and contracts, within the scope of his authority, are considered the acts and contracts of the principal, and involve no personal liability on the part of the agent. — 1 Am. and Eng. Ency. of Law (2d ed.), 1119; Whitney v. Wyman, 101 U. S. 392; Smith v. Alexander, 31 Mo. 193; Rathbon v. Budlong, 15 Johnson, 1; Hall v. Huntoon, 17 Vt. 244; 3 Clark & Marshall on Corps., p. 1860, § 615a; Magill v. Hinsdale, 6 Conn. 465. [533] It appears from the face of the agreement under consideration that it was contemplated and understood by the appellant and appellee that the former might act in one of two capacities in purchasing the mill — personally' in his own behalf, or as agent of The Cripple Creelc Beam Milling Company; and only in the event he should act in the representative capacity was the appellee entitled to the compensation sued for. Eliminating that part of the agreement which refers to the obligations of the appellant in the event that he should elect to purchase the mill for himself, there remains, a. complete agreement in which there is a full disclosure of the name of his principal, and the fact that appellant was acting as the agent of such principal, thus showing the capacity in which the promise was made, and who was intended' to be bound thereby. We think, therefore, tha.t when tested by the foregoing rule, the agreement clearly evidences the obligation of the company, and exonerates the appellant from any personal liability thereunder, and the court below erred in rendering judgment against him. In this view of the instrument it becomes unnecessary to notice the objection urged against its validity, as the judgment must be reversed for the reasons given. Reversed. Chief Justice Gabbert and Mr. Justice Bailey concur.