Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/768

 § 753.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. XIV. as to bind the corporation, and (4) there are no circumstances leading to the conclusion that the officers intended to make themselves personally responsible. 1 In some states, however, the liability of officers to persons with whom they contract on behalf of their corporation, has been extended by statute. 2 1 Thus, a treasurer of a corpora- tion, to whose order as such a uote is made payable, and who indorses the note " R. Beraan, Treasurer," and negotiates it on behalf of the corporation, is not personally liable as indorser. Babeock u. Beman, 11 N. Y. 200. See, also, Hicks v. Hin.le, 9 Barb. 528; Farmers' at,d Mec. B'k v. Colby, 64 Cal. 352; McCormick v. Stockton R. R. Co., 130 Cal. 100. But see contra the questionable case of Heffner v. Brownell, 70 Iowa, 591. If the covenants in the body of a sealed instrument are expressed as if made by a corporation directly with the plaintiff, and in the instrument the defendant is not named, but signs, and, with his own seal, seals it as president of the corporation, and on their behalf, an action does not lie on it against him individu- ally. Hopkins v. Mehaffy, 11 S. & R. (Pa.) 126. See, also, Randall v. Van Vechten, 19 Johns. (N. Y.) 60; Aggs v. Nicholson, 1 H. & N. 165. The officers of a corporation de- scribed themselves in a contract as the president, vice-president, secre- tary, treasurer, and directors of the corporation, and covenanted on be- half of " themselves and their suc- cessors in office. 11 They signed and sealed the contract without adding their official titles, and the corpo- rate seal was not attached. Held, they were not liable personally. Whitford v. Laidler, 94 N. Y. 145. Compare City of Kansas v. Hannibal and St. Jo. R. R. Co., 77 Mo. ISO. But the directors of a joint stock 748 company will be liable if they exe- cute a note in the following form: " On demand, we jointly and sev- erally promise to pay to H. or order, the sum of £250, value received, for and on behalf of the Wesleyan Newspaper Association," " P. S., J. W., Directors." For the word "severally 11 is equivalent to "per- sonally." Healey v. Story, 3 Exch. 3. Accord, Bradlee v. Boston Glass Manufactory, 16 Pick. 347. See, also, Brockway v. Allen, 17 Wend. 40. A promissory note in the form ' I promise to pay, 11 and signed by "E., Pies, and Treas. C. Co., 11 is the note of E., who is liable thereon, and it is not competent to introduce parol evidence to show that the par- ties at the time understood the note to be the note of the company. Davis v. England, 141 Mass. 587. See McClure v. Livermore, 78 Me. 390. So a draft accepted by " E. T. L., Agent," may bind the acceptor personally, where nothing further in the draft appears to show that E. T. L. did not intend to bind himself personally. Slawson v. Loring, 5 Allen, 340. And persons who per- sonally covenant in a deed, and exe- cute it with their own signatures and seals, will likely be held per- sonally on the covenants; although, from the general tenor of the deed, it might appear reasonably probable that they executed it as representa- tives of a corporation. See Stinch- field v. Little, 1 Me. 231; Trippets v. Walker, 4 Mass. 595. 2 E. g., " Any officer of a corpora- tion making, or professing to make