Key's Ex'r v. Parnham

Dorsey, J. delivered the opinion of the court. Afterstatjng the facts, and the opinion of the court below,he proceeded? To this opinion of the court the defendant excepted;, and, it appears to this court, not without cause. Let it for the moment be admitted, that matter de hors the written instrument itself may be resorted to in explanation of the meaning of the agreement of the 9th of January, yet the letter of the 12th of January cannot be received for that purpose; it is no part of the res gesta intended to be contained in the agreement on which this action has been instituted; it is a proceeding subsequent in point of time, relating entirely to a different subject, and being'irrelevant [421] to the matter in issue in the cause, is wholly, inadmissible as evidence before the jury. • In refusing the prayer of the defendant as to the agency of the testator, and in instructing the jury that the plaintiff was entitled to recover, this court think that the county court also erred Wherever, upon the face of an agreement, a party contracting plainly appears to be acting as , the agent of another, the stipulations of the contract are to be considered as operating solely to bind the principal; unless it manifestly appears by the terms of the instrument that the agent intended to superadd or substitute bis ownt responsibility for that of his principal. In such case, and in such case only, if acting within the scope of his powers, is he personally answerable. No such intentipp is manifested by the present agreement; it states that the negroes were hired for the use of Richard K. Heath, and the stipulation to pay is made, in so many terms on his behalf} thereby repelling any inference that might otherwise be drawn, to in.vólve him personally on this contract. A much stronger case than the present was decided by the court of appeals, of this state at June term, 1804; reported in 1 Harr. & Johns. 156, M‘Donough vs. Templeman. There, although, in the introductory part of the agreement the defendant describes himself as acting on behalf of his principal, yet when' he stipulates for the payment of the hire of the negroes, without any express reference or allusion to his principal, he binds himself in, precisely the same térros that he would have used had it been the intention of iha parties that lie alone, and not those for whom he contracted, was to be bound for the debt. Yet the court of appeals, looking to the intentions of the parties, as deducidle from the relative situation, in which they stood, determined that the engagements of the defendant, although by the expressions used involving himself only, were to be understood as referring to his representative character, and not as inducing any personal liability on him. In the case at bar-, the defendant’s testator, in the very clause of the agreement on which this action is founded, states in express terms, that he agrees on behalf of his principal to pay; thereby evincing the most unequivocal intention not to-pledge his own personal responsibility. The court dissent from the opinions given by tire court, below, and therefore reverse their judgment. JUDGMENT REVERSED.