McClernan v. Hall

Bartol, C. J., delivered the opinion of the Court. The rule of law applicable to this case is very clearly stated by the Court of Appeals in Key vs. Parnham, 6 H. & J., 421, as follows: “ 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 supcradd or substitute his own responsibility for that of his principal.” In 1 American Leading Cases, 628, the same rule is thus stated: “ In respect to the liability of the principal on written contracts; if the name of the principal, and a relation of agency be stated in the writing, and the agent really be authorized, the principal alone is bound, unless the language express a clear intention to bind the agent personally.” Applying this rule to the present case it seems to be very clear that the appellees are not personally liable upon the contract here sued upon. The written papers signed by the parties, by which the contract is evidenced, show on their face that the contract of purchase was made by the appellees as agents for John Koper, of New York, who is named as principal. The memorandum of sale, signed by the appellant the vendor, expresses in terms that the sale was made to “ John Koper, No. 10 Old Slip, New York,” and the appellees, the agents, are not even named therein. The rights and obligations of the parties must depend upon the construction and legal effect of the writing, which in this case is free from ambiguity and too plain to admit of argument'. The effort of the plaintiff below was to introduce parol evidence of the negotiation and agreement made by them with the appellees, before the contract was reduced to writing, for the purpose of explaining that he dealt with the appellees as principals, and gave credit to them exclusively. Such evi [297] dense was inadmissible, and the Court below was right in instructing the jury to disregard it. (Decided 21st October, 1870.) The contract being executory and within the operation of the Statute of Frauds, could be evidenced only as the Statute requires, and could not be proved by parol; the only valid and binding contract is that expressed in the writing; and there is no rule of law which would allow the parties to resort to parol evidence for the purpose of varying its terms, or changing its legal construction and effect. Its terms are plain and unambiguous, and there is no room for extrinsic proof to explain their meaning. According to the well established rule of construction the contract of sale was made with John Koper as principal; the agency of the appellees is expressed in the agreement; the appellant dealt with them exclusively in that character, and there is nothing in the contract by which they bound themselves personally, there was no error therefore in the instruction given to the jury by the Court below, or in refusing to grant the prayers of the appellant. Judgment affirmed.