
    GENERAL COURT,
    OCTOBER TERM, 1801.
    M‘Donough vs. Templeman.
    An agent of a corporate body contracting for the use of the corporation is not •personally liable, although the contract be under seal
    If an agent contracts under seal, can an action of covenant be sup* ported on the contract in the name of the principal
    This Avas an action of covenant. The declaration staled, that by certain articles of agreement had, made, concluded and agreed upon, at, &c. on the 10th of January 1797, between one Edward Burrows, of the city of Washington, for' and on'behalf oj the said M'Jfonough, by the name of, &c. of the one part, and the said Templeman, in behalf of The George Town Bridge Company, of the other part,- w Inch said articles of agreement, sealed with the seal of him the said Tem-pleman, the said J>I- Dono ugh brings here into court, the date whereof is the day and year aforesaid, and is in the words following to wit: “It is agreed this 10th day of January 1797, between Edward Burrows of the city of Washington, in behalf of 'Maurice James M‘JDonongh of Charles county, of the one part, and John Templeman in behalf of the George Town Bridge Company, of the other part, that the said Edward Burrows doth hire unto the said John Templeman, for the ase of the said Bridge Company, seven slaves, named as follows, to wit: Jem, &c. belonging to the said M'Bomwgh, from the date hereof until the 25th of December next ensuing; and the said John Temple-man doth agree to pay for each of the said slaves, from the date hereof until the said 25th of December next ensuing, sixty dollars, together with giving them sufficient board, lodging, clothing, and necessary medicine, and other attendance during sickness. The said John Templeman doth further agree to send off the said slaves at the expiration of the said term, in good clothing, and to allow Bob two and a half days four times in the year, to go to see his wife; the said sum of420 dollars to be paid by the said John Temple-man unto the said Maurice James M‘IJonough, or his order, on the said 25th of December next, without any deduction for board or other articles, or for lost time, &c. In witness whereof, the said parties have hereunto set their hands, and affixed their seals, the day and year first above written.
    
      Edwd. Burrows, (x. s.)
    
      John Templeman, (x. s.)
    Signed, sealed and delivered,
    in the presence of
    
      Walter Smith.”
    
    
      Averment. That the negro slaves were delivered, &c. and that the sum of 420 dollars was due and unpaid, &c. The defendant demurred generally to the declaration, to which there was a joinder.
    The Generax Court overruled the demurrer, and gave judgment for the plaintiff. The defendant brought a writ of error, and the proceedings were removed to the Court of Appeals.
    
      Mason, for the plaintiff in error,
    contended that the contract in this case was a contract with The George Town Bridge Company, and that Templeman, the plaintiff in error, was not answerable in his individual capacity. By the act of assembly of November 1791, ch. 81, the legislature of this state incorporated The George Town Bridge Company. The corporation cannot act except by an individual, and if such individual is to be held responsible in his private capacity, there would be no person who would act for the corporation. The contract in this case was made by Burrows in behalf of M‘Bonough, and by Temple-man in behalf of The George Town Bridge Company. Upon the face of the contract it appears to be in effect a contract between two absent parties. Templeman contracted for the company, and cannot be personally liable. The supi'eme court of the United States decided, that an action would not lie against a foreign consul, on a bill of exchange drawn by him in his official character, on his government. Jones vs. Le Tombe, 3 Ball. Rep. 384. So in the case of Macbeath-vs. Haldimand, 1 T. R. 172, an officer of government, treating as an agent for his government, was adjudged not to be personally answerable upon contracts made by him in his capacity as agent. The principle upon which these decisions are founded is, that a government is but a corporation, and can only act by agents, and therefore all contracts entered into by such agents, as agents, are the contracts of- the government, and not their own. The same principle applies to all corporations, and to those who act for-them. In the case of Thomas vs. Bishop, 2 Sira. 9¡55,, the plaintiff sued as endorsee of a bill of exchange. The defendant, (cashier of the York Buildings Company,) had accepted the bill generally, and not as agent of the company. If the bill had been accepted to be paid out of the York Building fund, the company only would have been responsible. The defendant was held liable by reason of his having accepted the bill generally. These cases are all on simple contract; the one before the court is on a seáled instrument, but that can make no difference; for when a question arises upon the meaning of an instrument, whether the instrument be sealed or not, such question is to be solved in the same way. In Unwin vs. Wolseley, 1 T. 11. 674, it was adjudged, that a servant of the crown, contracting by deed on accoiml 
      
      of government, was not personally answerable; and that such was the law, whether the contract was by ■ deed or parole. So in the case of Hodgson vs, Dexter, 1 Cranch, 345, where it was decided, that a public agent of the government, contracting for the use of government, is not individually liable, although the contract be under his seal. If M'Donaugh in this case is entitled to the hire of the slaves, hired and contracted for by Templeman, he is to look to the funds of The George Town Bridge Company alone. But even supposing Templeman liable in his private capacity, yet it does not follow that he is answerable to McDonough, for the contract is with'SiMrows, and the action should therefore have been brought in the name of Burrows. JIBDonough being no party to the contract cannot maintain an action on it in his own name. The George Town Bridge Company, however, was in fact the contracting party, and not Templeman, who was their mere agent.
    
      Buchanan, for the defendant in error.
    Admitting all the authorities cited by the counsel on the other side to be law, yet the judgment of the general court ought to be affirmed. Two exceptions are taken to that judgment.
    1st. That Templeman is not personally responsible; and
    2d. That McDonough is not a proper party to the suit.
    1. The act incorporating The George Town Bridge Company, authorises the stockholders to meet and elect three directors to manage the concerns of the company. It- is a corporation aggregate. The company may act by their directors, or they may contract by an agent. It does not appear that Templeman was their agent, or had authority to act for them. He describes himself as the agent; hut he expressly stipulates that he will pay the money for the hire of the slaves. If he had expressed in the agreement that the company was responsible, there would be some pretext for considering him not personally liable. Ho {¡as not signed the contract as agent, although he stated tliat he contracted for the slaves for the us. of the company. If he is not bound by the contract, who is? The company are not. It cannot be denied that a person may contract as agent, and superadd his own responsibility to that of his principal. This Templeman has done. There is not that close analogy between a government and a corporate body, as the counsel for the plaintiff in error supposes. The case of Jones vs. Le Tombe, 3 Dali. Rep. 334, does not differ from the case of Macbeatkvs. Haldimand, 1 T. 11. 172. The bill in that case was expressly drawn on the treasurer of the French government. Mr. Mel endorsed, that he had guaranteed the payment on the faith of his government. There was nothing in such endorsement to create a personal responsibility in Met. In the case of Macbeath vs. Haldi-mand, Mr. Justice Jlshhurst said, that a person contracting in the capacity of an agent, may make himself personally answerable,' in which Mr. Justice Butter concurred. Here Templeman has made himself personally liable; but in Macbeatkvs. Haldimand, there was nothing that even glanced at making Haldi-mand responsible. He was governor of Quebec, and contracted throughout as the agent of his government. In the case of Thomas vs. Bishop, in 2 Stra. 955, it appears that the acceptor, (the defendant,) intended to accept the bill as agent of the York Buildings Company, though it was not so expressed. The letter of advice was addressed to the company, and it appeared to be a transaction with them; but as the defendant did not accept the bill as agent, he was considered personally liable. The case of Hodgson vs. Dexter, 1 Cranch, 345, is perfectly consonant to the case of Macbeath vs. Haldimand. If it is possible for an individual to contract with the government, it was done in that case. Dexter is in the contract described “as secretary of war,” and the demise is to him and “Ms successor.” It was as much' a contract with the government as if it had been with John Mams, president of the United States. It does not appear by the pleadings in this case, that Temple-man was the authorised agent of The George Town Bridge Company. Had the power of attorney, if he had one, been pleaded, then the case would appear doubtful; but even then it might, be contended, that the contract was not entered into with the view of making the company responsible, or that he intended to superadd his own liability. But it is not such a contract as will bind the company; for a corporation aggregate can make no contract except under its corporate seal, or by an agent acting under a power of attorney, under the seal of the corporation. Com. Big. tit. Franchise, 12, 13, 14. Harg. Co. Lit. 94. &. Wooderson, s. 493. l Bac. M. 507. It is laid down in 1 P. Wms. 656, that a contract, to bind a corporation, must be under its corporate seal; and that the individual members who signed a corporation lease, were personally responsible, because the lease was not under the seal of the corporation. Every covenant and stipulation in the present contract is. that John Templeman shall do so and so; and it does not appear that he had any power of attorney to act for the corporation. If an agent contracts by parol for his principal he may do so in his own name; but a deed by an attorney to bind his principal, must be in the name of the principal, and signed in his name; as A B by C D his attorney, doth grant, &c. or, this indenture made between A B, by C D his att >eney, &c. and signed A B by C D his attorney; and if executed differently, will be invalid as against the principal. Ld. Raym. 1418. 2 East, 142.
    2. As to the second, point, that McDonough not having signed the contract, cannot maintain this action in his own name. Can Burrows be made responsible? The express covenant is between McDonough and Templeman, “the said sum to be paid by the said Templeman to the said McDonough.” Upon a conveyance of lands with a warranty, though the grantee does not sign, yet, as the name of the grantee is in the body of the deed, and the covenant is made to him, he ftjay sue and recover upon the warranty, if it be violated.
    
      Mason, in reply. The doctrine of a corporation aggregate not being able to act except under their corporate seal, has been overruled in many cases. A corporation is bound by the acts of its authorised agent; and the court are to presume, that Temyleman was authorised to act for The George Town Bridge, Company. In the case of Hodgson vs. Dexter, it is not said, in any part of the contract, in direct terms, that Dexter acted in his official capacity, and that the contract was for the use and benefit of the United States, although it may be strongly inferred. But admit he did act as agent, there is nothing in the whole contract which shews be was authorised to act as the agent of tiie government, and therefore it became necessary to aver that fact in the pleadings. There is, however, no necessity to aver in the pleadings what the parties have conceded in the terms of their contract. In Unwin vs. Wolseley, 1 T. B. 674, it is stated in the declaration, that the defendant acted as agent of his government. The relative situation of the parties are stated, and by demurring the facts are admitted. But in Hodgson vs. Dexter, the relative situation of the parties does not appear, and therefore the necessity of pleading it. Here Temple-man is stated as the agent acting for The George Town Bridge Company, and M‘Donough cannot be permitted to deny that which is stated in the contract upon which he founds his claim. It has.been alleged, that Templeman is not to be compared to an agent .acting for a government, inasmuch as The George Town Bridge Company have directors to act for it. Has not government also its public agents? Must the. corporation have a full board of directors convened -whenever it wishes to do the most trifling act? It may bo conceded that an agent may add bis own responsibility to that of the government, or the corporation he acts for; but the plaintiff must make out a very strong case, so as to make the agent personally answerable. This contract was not made by M<Do-nough, but by Burrows his agent; and in construing it, the whole must be taken together. The premises in a deed or contract is the most proper place to describe the relative situation of the parties. Here Burrows is described as contracting “in behalf of M* Do-nough,” and Templeman as contracting “in behalf of ■The George Town Bridge Company.” It was not necessary tiiat the words “in behalf of,” &c. should be repeated wherever the names of Burrows and Tern-. pieman were mentioned. If they had been repeated, could there be a doubt that Templeman contracted as agent for the corporation? Shall then their omission, When they are clearly to be inferred, alter the nature of his engagement? His authority is sufficiently apparent upon the,face of the contract; and facts stated in the contract are to be presumed to be true, unless thfe contrary appears. Templeman is bound to receive Burrows as McDonough’s agent, and M‘Donough is bound to receive Templeman as the agent of the corporation. It is true Templeman has not signed as agent, nor did Dexter, in the case cited, sign as secretary at war. In the case of a deed, though the grantee does not sign it, yet it is a contract between the grantor and grantee; but a third person cannot sue on, or take advantage of a contract to which he is not a party.
    The question before the court is not whether, if Templeman is not personally liable, is The George Town Bridge Company? But it is simply whether or not Templeman is answerable. For although it was intended that the corporation should be bound by the contract, yet if it is not so drawn as to bind it, the fault is not with Templeman. He did not intend to bind himself, but supposed he was binding the corporation.
   The Court or Arreáis, at June term 1804, reversed the judgment of the General Court, being of opinion that the plaintiff in error acted as the agent of The George Town Bridge Company, and did not by the contract make himself personally responsible.  