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The officer of a company who becomes a party to a bill § 26. or note on its behalf in accordance with his powers under the by-laws is not personally liable. In the case of companies incorporated by letters patent under the general Dominion Act, he will be personally liable if the word "limited" does not appear in legible characters after the name of the company: R. S. C. c. 119, s. 79. So also in the case of companies incorporated by letters patent in Nova Scotia, the North West Territories and British Columbia: see ante p. 132.
Where from the terms of a bill, or from the words added to his signature, it is apparent that the person signing is merely doing so in the name of and on behalf of another who is fully disclosed, or that he is merely acting in a representative character, "he is not personally liable. thereon," as he is not, properly speaking, a party to the bill. He may, however, be held liable in an action for false representation: West London Commercial Bank v. Kitson, 13 Q. B. D. 362 (1884).
1. A note indorsed "Eastwood & Co. per J. Eastwood, jr." imports that the signer is not a partner, and he is not personally liable Dowling v. Eastwood, 3 U. C. Q. B. 376 (1846).
2. A bill was drawn upon "P. C. De Latre, president N. D. & H. Co." and accepted by him in the same terms. He was held personally liable: Bank of Montreal v. De Latre, 5 U. C. Q. B. 362 (1849).
3. A bill was drawn on "W. A. Geddes, treas. W. I. C. Co." He accepted it "W. A. Geddes, treas. W. I. C. Co." and affixed the company's seal. He was held personally liable: Foster v. Geddes, 14 U. C. Q.B. 239 (1856).
4. A note in the words "we promise to pay was signed, G. H. C., " president G. T. Co." and F. A. W., "sec. G. T. Co." M'C.B.E.A.-11
§ 26. Held that G. H. C. and F. A. W. were not personally liable: City Bank v. Cheney, 15 U. C. Q. B. 400 (1858).
5. Defendants purchased a load of coal, and in payment sent a bill signed by them with the word " "agents" under their signature and accepted by their principals. They were held personally liable: Reid v. McChesney, 8 U. C. C. P. 50 (1858).
6. In settlement of a loss payable by an insurance company a note was given in these words: "I promise to pay," and signed, "C. H. Gates, sec. O. M. & F. Co." He was held personally liable: Armour v. Gates, 8 U. C. C. P. 548 (1859).
7. A bill drawn by the secretary of a railway company on, and accepted by, the president, is not a bill of the company under the Act, as being accepted by the president and countersigned by the secretary, and the parties are personally liable: Bank of Montreal v. Smart, 10 U. C. C. P. 15 (1860).
8. A bill addressed "To the secretary R. G. M. Co." and accepted thus-"The R. G. M. Co. per James Glass, secretary," held not to be the acceptance of the secretary, and that he was not personally liable: Robertson v. Glass, 20 U. C. C. P. 250 (1869).
9. On a bill addressed “To M. H. Taylor, Tr. C. S. Ry. Co." and accepted thus,-" M. H. Taylor, Tr." he was held personally liable: Lang v. Taylor, 26 U. C. C. P. 416 (1876).
10. On a bill addressed to an Insurance Co. by its inspector, signed, "A. Squier, Inspector," he was held personally liable: Hagarty v. Squier, 42 U. C. Q. B. 165 (1877).
11. A bill addressed "To the President, Midland Railway" was accepted thus: "For the Midland Railway of Canada : accepted, H. Read, secretary, Geo. A. Cox, President." Held, that the president was personally liable: Madden v. Cox, 44 U. C. Q. B. 542 (1879); affirmed 5 Ont. A. R. 473 (1880).
12. Where the president of a company signed a note for a debt of the company, thus, "per O. A. H." and left a space above his signature for the company's name to be stamped, but the note was countersigned by the manager and delivered without
this being done, it was held not to be the note of the president, § 26. and he was not personally liable: Brown v. Howland, 9 O. R. 48 (1885); affirmed 15 Ont. A. R. 750 (1887).
13. A president and secretary signed a note which bore date before the incorporation of the company. They were held personally liable and were not allowed to produce evidence to show that when the note was negotiated the company was incorporated: Jardine v. Rowley, 15 N. S. (3 R. & G.) 244 (1882).
14. Defendant as commissioner of the N. B. & C. Ry. Co., drew a bill on the company to pay for work done on the railway, and signed it, "J. J. Robinson, commissioner." He was held personally liable: Peele v. Robinson, 9 N. B. (4 Allen) 561 (1860).
15. A man who puts his name to a bill of exchange makes himself personally liable unless he states upon the face of the bill that he subscribes it for another, or by procuration of another. Unless he says plainly "I am the mere scribe," he becomes liable: per Lord Ellenborough, in Leadbitter v. Farrow, 5 M. & S. at p. 349 (1816).
16. Defendants gave a note in these words :- "We the undersigned being members of the executive committee, on behalf of the L. & S. W. Ry. Co-operative Society, do jointly promise to pay," etc. Held, that they were personally liable: Gray v. Raper, L. R. 1 C. P. 694 (1866). See also Courtauld v. Sanders, 16 L. T. N. S. 562 (1867).
17. On a promissory note in the words "I promise to pay" etc., signed: "For the M. T & W. Ry. Co.-John Sizer, secretary," held that the secretary was not personally liable: Alexander v. Sizer, L. R. 4 Ex. 102 (1869).
18. Defendants sign a note; " We the Directors of the I. M. S. Co. promise to pay," etc., and affix the company's seal. They were held personally liable: Dutton v. Marsh, L. R. 6 Q. B. 361 (1871).
19. A bill of exchange addressed to the B. & I. Co. which had no power to accept bills, was accepted thus: "Accepted for and
§ 26. on behalf of the B. & I. Co., G. K., F. S. P. directors, B. W. secretary." The directors and secretary were held personally liable to a holder in due course, as by their acceptance they represented that they had authority to accept for the company: West London Commercial Bank v. Kitson, 13 Q. B. D. 360 (1884).
20. Where a note read, "I promise to pay," etc., and was signed, "For the Providence Hat M'f'g. Co., A. B. Agent," it was held to be the company's note, and not the agent's notwithstanding the words, "I promise": Emerson v. Providence H. M. Co. 12 Mass. 237 (1814).
21. Where a bill contained the direction to "place to account of Derby Fishing Co." and was signed, "A. B., President," the company was held to be the drawer: Witte v. Derby Fishing Co., 2 Conn. 260 (1817).
22. "We, the subscribers, jointly and severally promise," etc., and signed, "For the Boston Glass Manufactory, A. B. & C." was held to be the note of the individual makers: Bradlee v. Boston Glass Co., 16 Pick. 347 (1835).
23. A promissory note which reads, "four months after date we promise to pay to the order of George Moebs, Sec. & Treas., $1061.24 at M. Bank, value received," signed, "Peninsular Cigar Co., Geo. Moebs, Sec. & Treas., and indorsed "Geo. Moebs, Sec. & Treas." is a note drawn by, payable to, and indorsed by the corporation, and without ambiguity in the indorsement; and evidence is not admissible to show that it was the intention of the indorser in making the indorsement to bind himself personally: Falk v. Moebs, 127 U. S. 597 (1888).
Other Representative Capacities. The same principles apply to those acting in other representative capacities, such as executors, administrators, trustees, guardians, tutors, curators, etc. With regard to these, the law in the other provinces in which the common law prevails is much more stringent in holding them personally than in the province of Quebec where the principles of the civil law obtain. In Quebec the representative capacity or
quality, as it is there called, is more fully recognized, and § 26. a bill or note signed in this form, would be frequently treated as the bill or note of the person or body represented, where in England or the other provinces, the person actually signing would alone be held liable.
Where any person is under obligation to indorse a bill or note in a representative capacity he may do so in such terms as to negative personal liability: section 31, s-s. 5. The usual method is to use the words 66 sans recours' "without recourse" in indorsing.
1. Defendants, as executors, purchased goods from plaintiffs and gave notes,-" We, as executors of the late B. P., promise to pay," etc., and after their signatures wrote "executors," etc. Held that they were personally liable: Kerr v. Parsons, 11 U. C. C. P. 513 (1861).
2. Where trustees of an insolvent estate under a deed of composition, which gave them no power to draw or accept bills, signed promissory notes with the words "Trustees to estate C. D. Edwards" after their signatures, held, that they were personally liable: Brown v. Archbald, 24 L. C. J. 85 (1879).
3. On a promissory note whereby the makers as executors of the late T. promise to pay, they are personally liable, when they do not expressly limit their liability to pay out of the estate: Childs v. Monins, 2 Brod. & B. 460 (1821).
4. The churchwardens for a debt of the parish gave a note signed "J. B. and G. W., churchwardens," for which they were held personally liable: Rew v. Pettet, 1 A. & E. 196 (1834).
5. Executors carrying on the business of the testator as directed by the will, in the ordinary course, accepted a bill describing themselves simply as executors of the testator. They were held personally liable. Liverpool Borough Bank v. Walker, 4 DeG. & J. 24 (1859).