on thereof; and that by reason of the premises the defendant was liable to the plaintiff in the full amount of the notes: Held, that the declaration showed no cause of action, even under art. 1890 of the Civil Code, and art. 35 of the Code of Practice of Louisiana. A judgment, rendered on default, upon a declaration setting forth no cause of action, may be reversed on writ of error, and the case remanded with directions that judgment be arrested. Mr. J.D. Rouse and Mr. William Grant, for Cragin, cited in the suit at law Meyers v. Davis, 6 Blatchford, 77; Candler v. Rossiter, 10 Wend. 488; Ninan v. Bland, 3 Smith (King's Bench), 114; Morris v. Norfolk, 1 Taunton, 212, 217; Story on Agency, ยง 461; Daniels v. Burnham, 2 La. 243; Louisiana Code, art. 2234-6, 2276; Succession of Tete, 7 La. Ann. 95; Beckham v. Drake, 9 M. W. 79; Spencer v. Field, 10 Wend. 88; Townsend v. Hubbard, 4 Hill, 351; Fowler v. Schearer, 7 Mass. 14; Brinsley v. Munn, 2 Cush. 337; Stackpole v. Arnold, 11 Mass. 27; Delbitt v. Walton, 9 N.Y. 571; Eastern Railroad Co. v. Benedict, 5 Gray, 566; Metcalf v. Williams, 104 U.S. 93; Tyler v. Steele, 26 Ala. 487; Maignan v. Glaisses, 4 La. 1; Dabadie v. Poydras, 3 La. Ann. 153; Belmont v. Coneau, 22 N.Y. 438; Balfour v. Chew, 4 Martin, N.S. (La.) 154; McAuley v. Hagan, 6 Rob. (La.) 359; Tuthill v. Wilson, 90 N.Y. 423; Thompson v. Davenport, 9 B. C. 78; Hyde v. Wolf, 4 La. 234; Rushton v. Aspinwall, 2 Doug. 679, 683; Spier v. Parker, 1 T.R. 141; Slocum v. Pomeroy, 6 Cranch, 221. Mr. Joseph P. Hornor, and Mr. W.S. Benedict, for Lovell, in the suit at law contended that Cragin, having alleged in his bill in equity against Fisk that he was liable to pay for and ready to pay for the property, by the laws of Louisiana Lovell could enforce this stipulation.
Restatement of Conflict of Laws ยง 326(b). De Witt v. Walton, 9 N.Y. 571; Buffalo Catholic Institute v. Bitter, 87 N.Y. 250; Casco National Bank v. Clark, 139 N.Y. 307, 34 N.E. 908, 36 Am.St.Rep. 705; First National Bank v. Wallis, 84 Hun. 376, 32 N.Y.S. 382; Bush v. Gilmore, 45 App. Div. 89, 61 N.Y.S. 682. The doctrine was recognized though not applied in Bank of Genesee v. Patchin Bank, 19 N.Y. 312, 315.
" In the following cases somewhat similar writings have been construed supporting our view of the law: 8 Cyc. 269; Fiske v. Eldridge, 12 Gray (78 Mass.) 474; Frankland v. Johnson, 147 Ill. 520, 35 N.E. 480, 37 Am. St. Rep. 234; Day, Adm'r, v. Ramsdell, 90 Iowa, 731, 52 N.W. 208, 57 N.W. 630; Rendell v. Harriman et al., 75 Me. 497, 46 Am. Rep. 421; White v. Miner's Nat. Bank of Georgetown, 102 U.S. 658, 26 L.Ed. 250; McCandless v. Belle Plaine Canning Co., 78 Iowa, 161, 42 N.W. 635, 4 L. R. A. 396, 16 Am. St. Rep. 429; Sturdivant et al. v. Hull, 59 Me. 172, 8 Am. Rep. 409; Kean v. Davis, 21 N.J. Law, 683, 47 Am. Dec. 182; Wetumpka Coosa R. R. Co. v. Bingham, 5 Ala. 657; Gillig, Mott Co. v. Lake Bigler Road Co., 2 Nev. 214; Southern Pacific Co. v. Von Schmidt Dredge Co. et al., 118 Cal. 368, 50 P. 650; De Witt et al. v. Walton, 9 N.Y. 571; Keidan v. Winegar, 95 Mich. 430, 54 N.W. 901, 20 L. R. A. 705. In James v. Citizens' Bank, 9 Okla. 446, 60 P. 29, can be found a very complete discussion of the subject.
On the other hand, notes and bills somewhat similarly signed have been held to be the individual obligation of the person signing them or the joint obligation of the corporation and the individual. Chase v. Pattberg, 12 Daly, 171; Kean v. Davis, 21 N.J. Law, 683; Fisk v. Eldridge, 12 Gray, 474; Tucker, etc., Co. v. Fairbanks, 98 Mass. 101; De Witt v. Walton, 9 N.Y. 571; McClellan v. Reynolds, 49 Mo. 312; Heffner v. Brownell, 70 Iowa, 591, 31 N.W. 947; Heffner v. Brownell, 75 Iowa, 341, 39 N.W. 640; McCandless v. Belle Plains, etc., Co., 78 Iowa, 161, 42 N.W. 635. In many of the cases the decision of the court turns on a very slight change in the terms of the instrument or the manner in which it is signed. If a written instrument is uncertain or its meaning cannot be definitely determined upon its face, extrinsic evidence may, under proper averments, be given, not to vary the terms, but to clear up the ambiguity.
Unless the promise purports to be by the corporation, it is that of the persons who subscribe to it; and the fact of adding to their names an abbreviation of some official title has no legal signification as qualifying their obligation, and imposes no obligation upon the corporation whose officers they may be. This must be regarded as the long and well-settled rule. (Byles on Bills, ยงยง 36, 37, 71; Pentz v. Stanton, 10 Wend. 271; Taft v. Brewster, 9 Johns. 334; Hills v. Bannister, 8 Cow. 31; Moss v. Livingston, 4 N.Y. 208; De Witt v. Walton, 9 id. 571; Bottomley v. Fisher, 1 Hurlst. Colt. 211.) It is founded in the general principle that in a contract every material thing must be definitely expressed, and not left to conjecture. Unless the language creates, or fairly implies, the undertaking of the corporation, if the purpose is equivocal, the obligation is that of its apparent makers.
The evidence was competent, though oral, to identify this defendant as the party of the second part of the contract. ( De Witt v. Walton, 9 N.Y. 573.) The complaint in effect alleges that the woman defendant executed the contract, and the bill of particulars makes a specific charge thereof.
No reference is made in the body of the note to the corporation as a promisor, and the addition after the signature W. Gilmore, of the word "President," and after the signature of D.C. Sharpe, of the word "Secretary," followed by the words "of the Hobart Agricultural Horse and Cattle Show Association," does not convey any positive information that such an association, if it exists, is making the promise, while it does appear that the individual signers, who thus identify and describe themselves, do make the promise. ( De Witt v. Walton, 9 N.Y. 571; Casco Nat. Bank v. Clark, 139 id. 307; First Nat. Bank of Brooklyn v. Wallis, 84 Hun, 376.) But the descriptive words following the signatures of the makers suggested the possibility that the Hobart Agricultural, Horse and Cattle Show Association might have intended thereby to make the promise, and, as the action is between the original parties to the note, it was competent for the defendants to show that there was a corporation of that name; that the makers were its president and secretary; that the corporation had the benefit of the consideration; that the makers were authorized to make the note as the act of the corporation, and intended to do so, and that the plaintiff's testator at the time he received the note knew these facts, and took the note with the understanding that the corporation was its maker.
The rights of the holder are confined to the parties to the instrument, and he must rely upon them alone, except that he can establish that the name used as the signature to the instrument has been adopted by the assumed principal or by the person not named in the instrument as his own in transacting the business. This may be done. A person may become a party to a bill or note by any mark or designation he chooses to adopt, provided it be used as a substitute for his name and he intends to be bound by it. ( De Witt v. Walton, 9 N.Y. 574; Daniels on Neg. Inst. ยง 304.) The last quoted authority says: "But such liability exists only where it is affirmatively and satisfactorily proved that the name or signature thus used is one which has been assumed and sanctioned as indicative of their contracts, and has been, with their knowledge and consent, adopted as a substitute for the own names and signatures in signing bills and notes."
It is not open to question but that, by the terms of the instrument, the defendant bound himself, in his individual capacity. Schmittler v. Simon, 101 N.Y. 554; Willis v. Sharp, 113 id. 591; Ryan v. Rand, 20 Abb. N.C. 313; De Witt v. Walton, 9 N.Y. 571; Pumpelly v. Phelps, 40 id. 59, 67. Nothing to the contrary can be deduced from the decision in Whitford v. Laidler, 94 N.Y. 145, for there the agent expressly assumed to contract for his principal, and employed no language susceptible of construction as a personal promise or engagement. Whether the oral evidence, admitted provisionally, be competent and effectual to transform the personal liability apparent on the face of the instrument into a representative obligation as receiver, is a more interesting and difficult problem.