McClellan v. Reynolds

Bliss, Judge, delivered the opinion of the court. The plaintiffs brought suit for a balance due upon the following note: ‘ ‘ One day after date, for value received I promise to pay Wm. McClellan and A. McAllister six hundred and forty-five dollars, a balance due them for building a school-house in school district No. 3, in township 51, range 21, with ten per cent, interest from date. This first day of November, 1869. P. T. Reynolds, Local Director.” The defendant answered, denying any personal promise, and averring that he was local director of the school district named, and executed the note in his official capacity. He set out in detail his election, etc.; that it was deemed necessary to have a schoolhouse in said sub-district; that a tax was levied for that purpose; that plaintiffs were employed by him, as the law required, to build [314] the same ; that after its completion, defendant paid them all the tax that had been collected, and, in behalf of said sub-district, gave said note for the balance ; that it was understood at the time that the debt was a debt of the sub-district alone, and that defendant was not to be held personally, etc. This answer was stricken out on motion of plaintiffs, and they secured judgment for the amount due on the note. The only questions presented are whether the facts set out in the answer can be shown by parol, and whether under them the defendant is personally liable. Under the facts as they appear upon the face of the note and as set out in the answer, thére was no personal liability. We are not held to the technical rule that if an agent or officer of a corporation puts his own name officially to an obligation, and not the name of the principal or of the corporation, it necessarily becomes his obligation. The doctrine is correctly stated in Smith v. Alexander, 31 Mo. 193, in Shuetze v. Bailey, 40 Mo. 69, and in Musser v. Johnson, 42 Mo. 74. The indications upon the note are that defendant did not intend to make a personal contract, but that he gave the paper on a settlement for work done for his school district; and the facts set out, which by the motion were admitted to be true, conclusively show that such was the case. These facts did not, as is claimed, go to vary a written instrument, but only.to explain a latent ambiguity. Plaintiffs claim that the director had no right to give the note, that he could not bind his district, and therefore he is personally responsible. But the facts alleged by him show that the transaction was legitimate, and that the district is bound to pay the debt, and the amount should be raised by taxation. If there was any maladministration on the part of the director that would make him personally liable, as by exceeding his authority, the plaintiffs should have set it out and proved it. The other judges concurring, the judgment is reversed and the cause remanded.