Page:Federal Reporter, 1st Series, Volume 9.djvu/441

 426 FBDEKAlj REPORTER. �therefore they are not liatle thereon; and on the trial it -was admit- ted that guch was the fact, and also that the stock of such corpora- tion was substantially owned by the defendants Kenneth and Donald Macleay. But it also appears from the evidence that while defend- ants signed the charter-party as agents, they did not disclose the name of their principal, nor was it ever known to the libellant until after the commencement of this suit. Under these oircumstances the liability of the defendants is tindoubted, Although agents in facti they have so dealt with the libellant as to render themselves liable as prineipals. �The rule of law upon the subject is clcar and jusL Story, in lis Agency, §§ 266-7, says: �"A person contracting as agent *i]l be personally responsible when, at the time of making the contract, he does not disclose the fiioE'of his agency. they are known to be agents and acting in that character, but the name of their principal is not disclosed; for until such disclosure it is impossible to suppose that the other contracting party is willing to enter into a contract exonerating the agent and tnisting to an unknown principal, who may be insolvent, or incapable of binding himself ." �To the same effect is the rule laid down in 2 Kent, 630; alid it was expressly affirmed in Winsor v. Griggs, 5 Cush. 210. �In Maclachlau, L.,Qf M. S. 355, it is laid down that one who �executes a charter-party "in his own name, although he is agent for �another, and uotwithstanding he adds this, beingmerely a description �of himself, whether in the body of the contract or after his signature, �may sue or be sued thereon." But it was suggested by counsel on �the argument that as the G-aribaldi appears to haye been an American �vessel belonging to this port, an examinatibn of the record of her �enrolment in the custom-house would have shown the fact of her �ownership, and that the libellant must be conclusirely piosumed to �have known what he might have thus learnod. No authority is oited �in support of this proposition, and I can hardly think it was seriously �tnade. In any event it is radically wrorig, because it assumes that �it was the duty of the libellant to ascertain who, if any one, was the �iefendant's principal. On the contrary, it was the duty of the �lefendants, if they did not want to be held personally liable on the �iontract, to disclose the name of their principal. However', in tiiis �jase the application of the rule is not a serions matter, because �.he defendants— -the Macleays and the Ocean ^ Ship Company— are �lubstantially one and the same person; they own their principal �u... are practically responsible for ifcs debts and liabilities. ��� �
 * * * The same principle will apply to contracta iiaade by agents, when