tion thereof when such tenants are insolvent." Freem. Co-tenancy, § 327, citing Williams v. Jenkins, 11 Ga. 598.

All these required facts appear in the case: the value of the property; in what such value consists; the exclusion and the insolvency of the parties in possession. As already stated, the company had the management of the ferry, and such management was acquiesced in and recognized by the joint owners. They accepted employment in the business at the hands of the company, and their compensation was fixed by the company. The gross earnings were turned over by them, in their capacity as employes, to the company. All expenses, including wages of such owners, were paid by the company, and the latter accounted to such owners for their share of the rents and profits. To this status of things thus existing the appellant, notwithstanding he had participated in the original transfer, and those subsequently made, as well as the possession of the respondent, and notwithstanding the large price paid in good faith, and the heavy expense incurred and laid out in improving and rendering the property more valuable and profitable, seems to have conceived the idea that he could appropriate the whole of the property, or that it reverted to him by reason of the invalidity of the transfer of the franchise. Upon the question of the account, the evidence has been carefully examined, and I am unable to detect any error in the result reached. My colleague, Judge THAYER, who sat with me in this case, after a patient and careful examination of the evidence, has reported a similar result. The causes were tried below by an able and experienced judge, and the result he reached meets our approval. From what has been indicated, it follows that there is no necessity for an order of dissolution, as no partnership is found to exist. The court below is also directed to make an order for the receiver to report, and to discharge him, if deemed proper under the circumstances of the case. In all other respects the decree must be affirmed.

(12 Or. 182)

GUTHRIE v. IMBRIE and others.

Filed April 13, 1885.

1. PROMISSORY NOTES-EXECUTION-SIGNATURE-OFFICIAL APPELLATION WITHOUT NAME OF COMPANY-LIABILITY.

When a person merely adds to the signature of his name the words "Sec.," "Agent," or "Trus ee," without disclosing the principal, he is personally

bound.

2. SAME-EVIDENCE-CORPORATE SEAL.

Although a corporate seal impressed upon a promissory note is no part of the note itself, yet if it contain the name of the corporation in full, it may be taken, with other facts, to explain the intent of the makers of the note who, in signing, have affixed to their names the words President," and "Sec. G. M. Co.," respectively.

Appeal from Washington county.

Thos. H. Tongue, for appellant.

R. Williams, for respondents.
LORD, J.

This action was commenced to recover the amount due on two promissory notes. As both notes are alike in form and purport, the copy of the following will be sufficient for the purposes of this case:

"$500.

PORTLAND, OREGON, July 8, 1875.

"For value received, we promise to pay to David Guthrie, or order, ninety days after date, five hundred dollars in U. S. gold coin, without interest. [Signed] "JAMES IMBRIE, Prest. [Seal.] “J. J. IMBRIE, Sec. G. M. Co."

On each note is the impression of a seal, containing the inscription, "Granger Market Co., Portland, Oregon, November 4, 1874." The defendant demurred to the complaint, for insufficiency of facts stated, and the demurrer was overruled. The defendant J. J. Imbrie was not served, and did not appear. The defendant James Imbrie in his answer pleaded that he executed the notes in question as president of the Granger Market Company, a domestic corporation, for a debt due the plaintiff from it, without other consideration, and the plaintiff received the notes as the notes of the Granger Market Company. The reply denied all the material allegations of the answer. Upon issue being thus joined, a trial was had, which resulted in a verdict and judgment for the defendant.

By the record it appears that all the questions we are required to consider, both in respect to the testimony received and that offered and ruled out, as well as the objections to the charge of the court to the jury, and to the special instructions asked and refused, may be resolved into two: First. Are these the individual notes of the defendants, or the notes of the Granger Market Company? Second. Are the notes so ambiguous or unintelligible in their language or terms that no rational interpretation can be given of their meaning, according to the canons of sound construction, without the aid of extraneous proof? To ascertain the proper interpretation of a written contract, the rule adopted by the courts is to give full effect to all the terms in which the contract is expressed. The words used are to be taken in their plain, ordinary, and usual sense, unless their meaning be restricted by usage or the context. The rule assumes that the language employed is inserted in the contract for some purpose, and is intended to have some meaning and effect. This being so, the intention of the parties is to be discovered from the whole contract. The question, therefore, whether a bill or note has been executed by a party in his individual or official capacity must be determined from the intent as collected from the whole instrument, however inartificially drawn, or informally the intention may be expressed. "If, from the nature and terms of the instrument," says Judge STORY, "it clearly appears, not only that the party is an agent, but that he means to bind his

principal and to act for him, and not to draw, accept, or indorse the bill on his own account, that construction will be adopted, however inartificial may be the language, in furtherance of the actual intention of the instrument. But if the terms of the instrument are not thus explicit, although it may appear that the party is an agent, he will be deemed to have contracted in his personal capacity." Story, Ag. § 153. Again he states the rule thus:

"A liberal construction is ordinarily adopted in the exposition of commercial instruments for the purpose of encouraging trade, and to meet as far as possible the ordinary exigencies of business, which require promptitude, and rarely admit of deliberate examination of the true force of words. In furtherance of this policy, if it can upon the whole instrument be collected that the true object and intent of it are to bind the principal, and not to bind the agent, courts of justice will adopt that construction of it, however informally it may be expressed." Story, Prom. N. § 69.

This rule of construction is clear, easily understood, and designed to promote the ends of justice, but, owing to the different forms and modes of expression used in written contracts, there is often found some difficulty in applying its principles. In executing a note or other written instrument, in order to discharge himself from personal liability, the agent must adopt such form of expression, or use such language, as will show the writing to be the act of the corporation and intended to bind it. "It seems," says PARKER, J., "to be a general principle that the signer of any contract, if he intends to prevent a resort to himself personally, should express in the contract the quality in which he acts." Mayhew v. Prince, 11 Mass. 54.

"

Leaving out of consideration the seal upon the note in question, there is nothing in its terms or language which purports to bind the corporation or to be a contract of the corporation. The language is "we promise," etc. The words "Prest." and "Sec. G. M. Co.," attached to the signatures, are merely descriptio personarum. They do not disclose the name of any principal, and in fact are too indefinite, without the aid of extraneous proof, to designate any corporation. When a person merely adds to the signature of his name, the word "Sec.," "Agent," "Trustee," without disclosing the principal, he is personally bound. This is undoubtedly the ordinary rule, and supported by much authority. In Scott v. Baker, 3 W. Va. 290, the court say:

"The president and treasurer, together or separately, may have had authority to make the notes of the company, but in this instance the note is not executed for the company, or in the name of the company, and the addition of president and treasurer to their names cannot have the effect to make it the note of the company."

See, also, Hays v. Crutcher, 54 Ind. 261; Tucker Manuf'g Co. v. Fairbanks, 98 Mass. 102; Sturdivant v. Hull, 59 Me. 172; Burlingame v. Brewster, 79 Ill. 516; Tannatt v. National Bank, 1 Colo. 279; Towne v. Rice, 122 Mass. 75; Chamberlain v. Pacific Wool G. Co. 54 Cal. 106; Trustees, etc., v. Rautenberg, 88 Ill. 220; Bank v.

Cook, 38 Ohio St. 444; Ewell's Evans, Ag. 248, and notes; 1 Daniel, Neg. Inst. § 403.

But the character in which the signatures were attached to the note in hand, and the intent, as discoverable from that instrument, whether to bind the corporation or the individuals signing it, is relieved of much difficulty when the seal is taken into consideration. On the note is an impression of a seal bearing the words "Granger Market Co." It must be assumed that the seal bearing these words, plainly stamped upon the note, was put there to serve some purpose, and to give some effect to the instrument, and certainly it tends to explain the purport and purpose of the words "Prest." and "Sec. G. M. Co." attached to the signatures, and to indicate the quality or capacity in which such signers of the note acted. In Means v. Swormstedt, 32 Ind. 87, where the secretary of an incorporated company gave a promissory note, using the words "we promise to pay," etc., and signed it with his own name, with "Secy." affixed, and impressed. thereon the seal of the corporation bearing the words "Neal Manufacturing Co., Madison, Ind.," it was held that he was not personally liable thereon. The court say:

"The seal of the company is in the hands of the secretary. It is his duty to affix it to papers executed by the corporation. The presumption is then that he did, after signing his name and adding his office, affix the seal of the corporation, which, containing upon its face the proper designation of the corporation, was a signing of their name."

And again:

"It can be a matter of no import how a name is affixed to a paper, whether written with ink or pencil, printed or stamped. The intent in placing it there must control, and where that intent is evident, effect should be given to it. * * * The note was plainly intended to read as executed by Wm. B. Swormstedt, Sec'y Neal Manufacturing Co., Madison, Ind.;' and if effect be given to the addition to the name, the corporation must be bound."

It will be noticed in this case that the plural expression "we promise" is followed by a single signature, which is more consistent with an intent to bind the company, who are many, than the individual. But certainly, little importance was attached to this fact by the court, as there is no reference or allusion to it, although it may have received consideration in connection with other and stronger indicia, upon which stress was laid and deemed controlling in determining the intent with which the note was executed. It is, however, this respect in which the note in that case is distinguishable from the one before us. Here the plural expression "we promise" is followed by two signatures, which is as consistent with the intent to bind themselves individually as to bind the company, unless the effect of the seal with its designation of the company excludes the intent to bind personally. In the particular just noted, more nearly the counterpart of this case under consideration is that of Dutton v. Marsh, L. R. 6 Q. B. 361, where a different conclusion was reached as to the effect of merely affixing the seal. There the note was:

"We, the directors of Isle of Man Slate & Flay Company, limited, do promise to pay John Dutton, Esq., the sum of 1,600£, sterling, with interest, at the rate of 6 per cent. until paid, for value received.

"RICHARD J. MARSH, Chairman.
"JOSEPH HIGGINS.

“SAMUEL BRONDBERT.
"HENRY JOHNSON."

"Witnessed by
[L. S.]

LESLIE LOCHORT."

In the corner of the note the company's seal was affixed, with "witnessed by Leslie Lochort." The question was whether the putting of the company's seal on the note was not equivalent to saying "on behalf the company." In delivering the judgment of the court, COCKBURN, C. J., said:

"But this case was rendered doubtful by the fact of the corporate seal being affixed to the document. It does not purport in form to be a promissory note, made on behalf of or on account of the company. So far as the written portion of it goes, it is totally without such qualifying expression, but some doubt was raised in my mind whether the affixing of the seal might not be taken as equivalent to a declaration in terms, on the face of the note, that the note was signed by the persons who put their names to it on behalf of the company, and not on behalf of themselves. But, on consideration, I agree with my learned brothers this effect cannot be given to placing this seal of the company upon the note. It may be that was simply for the purpose of ear-marking the transaction, or, in fact, showing as to the directors that, as between them and the company, it was for the company they were signing the note, and that it was a transaction in which the proceeds to be received upon the note would operate to the benefit of the company; but there is no case that goes to the extent of saying that the affixing of the seal, when the parties do not otherwise use terms to exclude their personal liability, would have that effect. We think it is going too far to say that the mere affixing of the seal has that effect."

It does not appear from this case that the corporate seal was attached with an impression of the name of the company, as in Means v. Swormstedt, supra, or as in the case before us. There was a seal affixed, but whether it contained a designation of the company or some other device is not disclosed. If the seal did bear an impression of the name of the company, the case is only distinguishable from Means v. Swormstedt, supra, in the particular already noted to the case under consideration. But we apprehend the seal did not bear an inscription of the name of the company; and if this view is correct, mere affixing of the seal to the note in that case was not a signing of the company's name, within the reason of Means v. Swormstedt, but, as was said, simply for the purpose of ear-marking the transaction; and therefore was not the use of such terms by the parties as would have the effect to exclude their personal liability. But in our judgment the note before us does fall within the reason and principle decided in Means v. Swormstedt. It was signed by "JAMES IMBRIE, Prest.," and "J. J. IMBRIE, Sec. G. M. Co.," and the seal is affixed to it bearing in plain characters the inscription "Granger Market Co."