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ters or subscriptions to charitable funds, but no man, in the ordinary course of business, signs his personal and individual contract with words which will, or reasonably may, lead the reader to understand that he does so as the agent, officer, or representative of another. Upon this very subject, we have ourselves distinctly said:

"Such words are most commonly used with signatures to indicate an official act, and there is nothing in the note in suit which makes the words in question at all necessary, or even appropriate, to indicate mere personal liability. Words of a like character are so frequently used with a signature to designate an official act, and are so rarely used in that manner for any other purpose, that, when they are attached to a signature, they are well calculated to suggest that the signature was intended to be official, and not merely to describe the signer." Capital Sav. Bk. & T. Co. v. Swan, 100 Iowa 718, 723.

This rule is also approved by much the greater weight of authority. Says the Indiana court:

"In the usual course of business in this country, the addition of a title or description of any kind is not customary, indeed, it may be said that such addition or description is never appended,-when men sign their names to contracts by which they intend to bind themselves in their own proper persons, and not as the representatives of another. Again, it is to be observed that such additions and descriptions, as 'president,' 'secretary,' 'treasurer,' 'trustee,' 'agent,' and the like, plainly import a relation to some other person, as a principal, distinct from the person signing the instrument. It is not at all usual for a person executing a note, or other contract, to add words descriptive of himself, or to refer to his relation to other persons, whether natural or artificial, who have no connection with the transaction; and when he designates his representative capacity, to assume that such designation was intended merely

as a description of himself, is to assume something which is rarely-perhaps never-in harmony with the facts.

There is a growing inclination to consider an instrument as it would manifestly be understood by the average business man, or, in other words, as it was most probably understood by the party receiving and the party signing it, and to exonerate the latter from liability, when it appears

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to the court that he did not intend, and was not understood, to bind himself, but to act for the corporation for which he was the agent." Second Nat. Bank v. Midland Steel Co., 155 Ind. 581 (58 N. E. 833).

To the same point, see Mr. Freeman's note to Greenberg v. Whitcomb Lbr. Co., 90 Wis. 225 (48 Am. St. 919). This court has made practical application of the same principle in Baker v. Chambles, 4 G. Greene 428, where we say that:

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"If the name of the principal and the relation of agency be stated in the writing, and the agent is authorized * the principal alone is bound, unless the intention is clearly expressed to bind the agent personally."

This rule was followed in Harkins v. Edwards, 1 Iowa 426; Lyon v. Adamson, 7 Iowa 509; Harvey v. Irvine, 11 Iowa 82; Wheelock v. Winslow, 15 Iowa 464; Lacy v. Dubuque Lbr. Co., 43 Iowa 510; Western W. Scraper Co. v. Stickleman, 122 Iowa 396. Of these cases, Lacy v. Dubuque Lbr. Co., which is wholly ignored by the majority, is an instructive example. The note in that case made no express reference to the lumber company, except in the date line at the top, which reads:

"Office of the Dubuque Lumber Company, Dubuque. September 9, 1874."

This is followed by a promissory note, in ordinary form, "I promise to pay," etc., and signed "M. H. Moore P. D. L. Co." This we held to be the note of the company, saying:

"We think the note on its face shows that it is the obli

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gation of the defendant, * and few business men would have difficulty in understanding the initials attached to the name of the party signing it, and would interpret them as meaning, 'President of the Dubuque Lumber Company.' But if this be not so, and the letters are unintelligible without explanation, the law will permit such explanation to be given. 1 Greenleaf on Evidence, Section 282; Story on Agency, Section 154; Angell & Ames on Corporations, Section 294.”

If, then, a name in the date line, and the letters "P. D. L. Co.," be held sufficient to indicate the representative character of the signer, and the principal for whom he acts, it seems little less than childish to say that a note subscribed by the "Trustees of the Second Christian Church," followed by their names, including the chairman of the board. gives no indication of the representative character of such signers, or of the corporation they represent; or to say that the personal obligation of the signers is so clearly expressed that oral evidence in explanation thereof will not be considered. The Massachusetts court has said that the courts will always "lay hold of any indication on the face of the paper to enable them to carry out the intention of the parties" (Carpenter v. Farnsworth, 106 Mass. 561, 562); but the opinion of the majority herein indicates that this court commits itself to the contrary policy, which regards the intention of the parties as a matter of very slight moment. As bearing out to its fullest extent the principle underlying Lacy v. Lumber Co., and other precedents mentioned in connection therewith, I further cite Field on Corporations, Section 198; Mechem on Agency, Section 443; Brockway v. Allen, 17 Wend. (N. Y.) 40; 4 Thompson on Corporations, Section 5141 et seq.; Sayre v. Nichols, 7 Cal. 535; Hardy v. Pilcher, 57 Miss. 18; New England Elec. Co. v. Shook, 27 Colo. App. 30 (145 Pac. 1002); Johnson v. Smith, 21 Conn. 626, 627. In the last mentioned case, the note was signed by the "vestrymen"

of a named Episcopal Church, and this was held to be the note of the church, for which the signing vestrymen were not personally bound.

III. Turning now to the cases cited by the majority, I freely admit that some of them-notably Heffner v. Brownell, 70 Iowa 591-go to the full extent of holding that an agent or corporate officer, even where the name of the corporation or principal is expressly indicated in the signature to the note, is conclusively to be held liable in a suit charging him as a maker of the instrument. I also admit that, for a time, this court seemed to follow the precedent so established; but I further contend that, until the majority opinion in this case was adopted, we had, for a period of fourteen years, definitely receded from that position, and put ourselves in line with the current of modern authority, which holds either that a note in such form is to be held, as a matter of law, the obligation of the principal, and not of the agent (Falk v. Moebs, 127 U. S. 597 [32 L. Ed. 266]), or that the matter is open to explanation by extrinsic evidence (Lacy v. Lumber Co. supra), or, at the worst, that the instrument will be reformed to admit the defense (Western W. Scraper Co. v. Stickleman, 122 Iowa 396). The check in the reactionary tendency of Heffner v. Brownell and its following was first felt in Matthews & Co. v. Dubuque Mattress Co., 87 Iowa 246. There, although the majority of the court felt itself bound by the authority of the Heffner case, it eased its apparent repugnance to a rule so unreasonable by pointing out that, under the authority of Lee & Jamieson v. Percival, 85 Iowa 639, defendant had a way of escape therefrom, by asking a reformation of the writing. Justices Kinne and Granger united in a very vigorous dissent, pointing out the inherent unsoundness of the rule, and showing, by a very convincing array of the authorities, that, as between the original parties, it is always admissible to show that the parties, in making and

delivering the note, intended it to be the obligation of the principal, and not of the agent. The same division of the court took place in the subsequent cases of Day v. Ramsdell, 90 Iowa 731, and Tama Water Co. v. Ramsdell, 90 Iowa 747. Later, in Hanna v. Wright, 116 Iowa 275, 277, the question arose again. The plaintiff was there seeking to hold to personal liability the defendant, who had signed an order for goods as "J. H. Wright, President School Board." In support of the claim, plaintiff cited and relied upon the cases of the Heffner v. Brownell class; and the court, speaking by Deemer, J., refused to so rule, saying:

"Some of our cases sustain plaintiff's contention, but the court as now constituted has grave doubts of the correctness of those decisions."

Two years later, it arose once more in Western W. Scraper Co. v. Stickleman, 122 Iowa 396, where, in substance and form, the note sued upon is entirely similar to the one now in controversy. It is a note in ordinary form, in which it is said, "We promise to pay," and is signed:

"Polk Township) Trustees "Taylor County of said "State of Iowa

Township

Trustees:

J. M. Sticklem an
Joseph Litsch."

The defendant having pleaded the understanding of the parties that no personal liability was assumed by them in giving the note, and asking that the note be reformed accordingly the trial court found for the plaintiff. On appeal, this court reversed the decree below, and, speaking unanimously, by McClain, J., said:

"We think it doubtful whether these notes on the face import individual liability of the defendants. It is true that, in several cases [citing Mathews v. Dubuque M. Co., and others, by way of example], we have held that instruments similar to those now before us conclusively import personal liability of the signers, and that, in an action at law, the intention that the instrument should bind the corporation

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