As such, the parties bound to arbitrate by the Quiggs' signatures on these agreements are the Quiggs' corporate principals, not the Quiggs individually. Union Mach. & Supply Co. v. Taylor-Morrison Logging Co., 143 Wash. 154,157-62, 254 P.2d 1094 (1927) (collecting cases). However, the federal courts have held that, under "'common law principles of contract and agency law,'" a nonsignatory may consent to arbitrate a dispute "under ... five distinct theories."
We disagree. ¶10 This is not a case like Union Machinery Supply Co. v. Taylor-Morrison Logging Co., 143 Wash. 154, 254 P. 1094 (1927), relied on by Grover. In Union Machinery, the officers of a logging company had signed a promissory note in their official capacities.
It extends to cases involving the reformation of negotiable instruments. Union Machinery Supply Co. v. Taylor-Morrison Logging Co., 143 Wn. 154, 254 P. 1094; 3 Pomeroy's Equity Jurisprudence (5th ed.), 395, § 871a; 45 Am. Jur. 596, Reformation of Instruments, § 25. Akers v. Sinclair, 37 Wn.2d 693, 226 P.2d 225 (1950), at 702.
A ready opportunity to discover was, to the court, legally equivalent to discovery itself. In Union Machinery Supply Co. v. Taylor-Morrison Logging Co., 1927, 143 Wn. 154, 254 P. 1094, two promissory notes signed by a defendant who alleged fraud were reformed. The notes contained fine print practically hidden from view, and the court decided that defendant was to be excused for his failure to notice the extraordinary provisions in the fine print. Manifestly, if negligence had constituted no bar to reformation, the court would not have found it necessary to assert defendant's blamelessness.
It extends to cases involving the reformation of negotiable instruments. Union Machinery Supply Co. v. Taylor-Morrison Logging Co., 143 Wn. 154, 254 P. 1094; 3 Pomeroy's Equity Jurisprudence (5th ed.), 395, § 871a; 45 Am. Jur. 596, Reformation of Instruments, § 25. Such an instrument may be reformed to show that it was signed by an agent for the purpose of binding the principal only. 1 Williston on Contracts (Rev. ed.), 885, § 302.
It will be observed that no principal was disclosed by the above signatures. It was held the signers were individually liable. In the case of Union Machinery Supply Co. v. Taylor-Morrison Logging Co., 143 Wn. 154, 254 P. 1094, where suit was instituted upon a promissory note signed by "Taylor Morrison Logging Co. J.B. Wood, Pres. J.L. Kahaley, Sec.," we denied recovery against Wood and the estate of Kahaley, holding that the note was the obligation of the logging company only. Parol testimony was admitted to show the intention of the parties. We are of the opinion that the note in question is ambiguous, in that it does not clearly appear whether the note is payable to Winifred Lundberg in her individual capacity, or to Winifred Lundberg for the minor, and, this being true, we are further of the opinion that we may look to the surrounding facts to determine what the parties actually intended.
The question for determination, therefore, is: Could the defendants show by parol evidence that Avis Webster executed the notes as secretary-treasurer of Charleston Super Service, Inc.? Of course, if he had appended the words "secretary-treasurer" to his signature, he would not have rendered himself individually liable. Union Machinery Supply Co. v. Taylor-Morrison Logging Co., 143 Wn. 154, 254 P. 1094. On the other hand, the rule adopted by this court at an early day is that one who executes a note in his own name, with nothing on the face of the note showing his agency, cannot introduce parol evidence to show that he executed it for a principal, or that the payee knew that he intended to execute it as agent.