S. & J. Rathbon v. Budlong — 15 Johns. 1

Majority

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S. & J. Rathbon against Budlong.

Headnote

^An ^agent contract in be-c¡¡¡íl°,fhlwh™é Xses^at the t™®’n t0 whom he con-personally lia-

There is no this respect, agente&r 'goforanlbdivíí uaL

THIS was an action of assumpsit, on a promissory note, tried before the Chief Justice, at the last Albany circuit, The note was in the following words : “ Ninety days after date, I promise to pay S. fy J. L. Rathbon, or order, three hundred and two dollars, value received, for the Susquehannah Cotton and Woollen Manufacturing Company. Albany, June 24th, 1815. Samuel Budlong, agent.”

The defendant gave in evidence a bill of parcels, headed as follows: “ The Susquehannah Cotton and Woollen Manufacturing Company, bought of S. fy J. L. Rathbon,” &c. at the bottom of which was the following receipt. “ Albany, June 24th, 1815. Received payment, by a note payable in ninety days, which, when paid, will be in full of the above.” It was admitted that the purchase of the goods of the plaintiff, and giving the note, were ‘simultaneous acts.

The defendant produced in evidence a power of attorney from the Susquehannah Cotton and Woollen Manufacturing

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Company,under their corporate seal, authorizing him to purrcjlase an¿ se]] goods, &c. make bargains, &c. draw bills and promissory notes, for them and in their names, and generally to manage the business of the Company, as the defendant should think fit, &c. subject to the control and direction of the trustees of the Company, &c.

A verdict was found for. the plaintiffs, for 347 dollars and 7 cents, subject to the opinion of the court, on a case, as above stated.

Foot, for the plaintiffs, contended, that the defendant had made the contract personally, and n«ot in the name of his principals. The note was, “ I promise to pay,” &c. An agent or attorney cannot draw or sign bills or notes in the name of another, without a special authority for that purpose. Here the defendant had a special power •, but he did not sign the names of his principals. (9 Co. 76. 1 Str. 705. Lord Raymond, 1418. 6 Term Rep. 176.. 2 East, 142. Appleton v. Binks, 5 East, 148. Buffumv. Chadwick, 8 Mass. Rep. 103 .) There is no distinction, in this respect, between contracts under seal, and contracts not under seal.

Henry, contra, was stopped by the court.

delivered the opinion of the court. It is perfectly manifest that the note, on which the suit is brought, was given by the defendant, as agent, for the Susquehannah Cotton and Woollen Manufacturing Company, and that the goods for which the note was given were sold on the credit of that Company. To charge the defendant with the payment of the note, would violate every principle of justice and equity ; nor is the law so unjust. The general principle is, that an agent is not liable to be sued upon contracts made by him on behalf of his principal, if the name ofhis principal is disclosed and made known to the person contracted with, at the time of entering into the contract. This doctrine is fully supported by the case of Owen v. Gooch. (2 Esp. Rep. 567.) In fact, there is no difference between the agent of an individual and of the government,

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as to their liabilities. The question, in all cases, is, to whom was the credit given ?

There are cases of covenants where persons have made themselves personally liable, because they have covenanted and bound themselves under seal, in which cases the principals were either not disclosed, or were not bound, or the agent meant to bind himself perse illy. In the present ease, the credit was not only give, to the Company, but they were bound by the note of their agent; and there is not the least pretence to hold the agent responsible.

Judgment for the defendant, (a)

(a) Vide Sheffield v. Watson, 3 Caines’ Rep. 69 .