bound the principal, then the contract cannot be binding on him personally. No precise form of words is required to be used in the signature; every word must have an effect, if possible; and the intention must be collected from the whole instrument taken together. Conn. Supreme Ct. 1818, Hovey v. Magill, 2 Conn. 680.

117. Bills were drawn by an agent of the corporation and accepted by the president, in the name of H. G. & Co. that being the style of his copartnership, merely as a convenient mode adopted by the corporation for raising funds. Held, that the company was liable upon them. Evidence that such was the object of the mode of acceptance is admissible in such case. A corporation is bound by the acts of its authorized agent, although the agent contracts in his own name, and does not disclose his principal, if the credit be not given exclusively to the agent. N. Y. Supreme Ct. 1851, Conro v. Port Henry Iron Co. 12 Barb. 27.

118. Where the words of the note were, "I promise," and it was signed with the words for the company prefixed to the name of the agent,-Held that it was the note of the company, and not of the agent. Mass. Supreme Ct. 1815, Emerson v. Providence Hat Co. 12 Mass. 237.

119. A note in the terms "The O. M. Co. promise to pay &c." signed " J. H., Trustee," imports an intention to bind the company only; and cannot be enforced against the agent personally. Cal. Supreme Ct. 1862, Shaver v. Ocean Mining Co. 21 Cal. 45.

Supreme Ct. 1859, Fiske v. Eldridge, 12 Gray, 474. Followed, 1861, Haverhill Mut. Fire Ins. Co. v. Newhall, 1 Allen, 120.

122. A note in the form, "We, the prudential committee for and on behalf of the | B. Church in L.," signed by individuals without qualifying words added to their signatures, will sustain an action against them personally. Mass. Supreme Ct. 1862, Morrell v. Codding, 4 Allen, 403.

123. The acceptor of a draft, drawn upon him personally, and accepted by him with the addition to his name of the words "Treasurer Neuvitas M. Co." is prima facie personally responsible for the acceptance. Such an addition is only a description of the person, and does not absolve him from perN. Y. Com. Pl. 1856, sonal responsibility.

Bruce v. Lord, 1 Hilt. 247.

124. A bill drawn by the Empire Mills against H. was presented for acceptance to H. who wrote across it-"accepted; Empire Mills by H. treasurer." Held, that this was not a sufficient acceptance to bind H. It did not purport to be an acceptance by H. individually. And it could not be brought within the rule, that if the agent does not bind the principal he binds himself, without affirmative proof that H. had no authority, in fact, to bind the Empire Mills. N. Y. Ct. of Appeals, 1854, Walker v. Bank of State of N. Y. 9 N. Y. (5 Seld.) 582.

III. LIABILITIES OF THE CORPORATION.

1. Towards the agent.

125. For compensation. Where labor 120. A bill dated at the office of the corporation, signed with the name of the presi- has been performed for a corporation with dent, with the addition of his title of office, the knowledge of the directors and general abbreviated, and directing the contents to be managers, the corporation will be bound to pay a quantum meruit, in the absence of any charged "to motive power and account," Held, to be on its face the bill of the corpo-express contract under which the labor was ration, and not that of the signer individually. performed. N. H. Supreme Ct. 1859, GoodN. Y. Ct. of Appeals, 1863, Olcott v. Tioga win v. Union Screw Co. 34 N. H. 378. R. R. Co. 27 N. Y. 546.

121. What will bind agent. A note in the words "I promise to pay &c. signed by an individual with his own name, may be treated as a contract binding him personally, notwithstanding he adds to his signature, a designation of a corporate office held by him, —e. g. “Trustee," or "President" of the company. Such description is treated as merely a description of the person. Mass.

126. Where the law requires a corporation to appoint a clerk, and its records show his any fixed appointment, but do not show that salary is provided for him, he may recover what his services are worth. Ky. Ct. of Appeals, 1830, Waller v Bank of Kentucky, 3 J. J. Marsh. 206.

127. Even though a statute requiring the amount of his remuneration to be determined upon at a general meeting of the company

128. A stockholder in a joint-stock company, who acts as trustee and agent of the 134. Forfeiture. A. was employed by a company, is entitled to a reasonable compen- railroad company to procure subscriptions to sation for his services as such. Ala. Supreme stock, and in the exercise of such agency, Ct. 1836; Spence v. Whitaker, 3 Port. 297. without the knowledge of the company, re129. Agent's cause of action against En-ceived reward from persons subscribing lands glish joint-stock company after it is formed, for stock, for procuring their lands to be for services in obtaining act, rendered on request of the projectors of the enterprise before the company was formed. See Tilson r. Warwick Gas Light Co. 4 Barn. & C. 962; 7 Doul. & R. 376.

that no further interest was claimed in the charter. Held, that the agent was released from his obligation to serve the company, but that he was entitled to an indemnity for the loss sustained by its refusal to employ him. Ib.

ment" eundo, morando et redeundo. It makes no difference that, at the time of the accident, the servant was leaving his work without lawful excuse or proper cause. H. of L. 1855, Marshall v. Stewart, 33 Eng. L. & Eq. 1.

142. A, a miner employed to work in the mine of B, went down, as usual, to his day's

137. Disbursements. When an agente. g. trustees of a village-is put to expense -e. g. by being subjected to costs, not tax-work, but he and the other miners, after able, in defending a suit-by reason of what he has done while acting in good faith, and without fault, in the service of his principal, the law implies a promise on the part of the principal to reimburse him. N. Y. Supreme Ct. 1822, Powell v. Trustees of Newburgh, 19 Johns. 284.

138. Agent entitled to reimbursement for judgment against him for an act done under instructions of corporation,-see Howe v. Buffalo, New York, & Erie R. R. Co. 38 Barb. 124.

139. For injuries. The principal is not liable to one of his agents, or servants, for injury which he has sustained in consequence of the misfeasance or negligence of another of his agents or servants, when both are engaged in the same general business or employment. Ct. of Appeals, 1851, Coon v. Syracuse & Utica R. R. Co. 5 N. Y. (1 Seld.) 492; 1853, Keegan v. Western R. R. Co. 8 N. Y. (4 Seld.) 175; 1858.

working a short time, held a meeting amongst themselves to discuss certain supposed grievances, and they resolved, before working further, to come up from the pit at twelve o'clock, the usual hour for their coming up being five o'clock, and go in a body to represent their grievances to B's manager. While so coming up, A was killed by a stone which fell from the top of the shaft, the planking there being in an unsafe state. A's representatives brought an action of damages against B, and the judge told the jury that B was not responsible for the accident, if A was at the time leaving his work without proper cause, and for a purpose of his own. The jury found that A was leaving his work without proper cause, but that he was killed owing to the unsafe state of the planking at the mouth of the pit. Held, that the ruling of the judge was wrong, and that, whether A had just cause for leaving his work or not, and was coming up for a cause of his own, still, B was responsible, being bound to take A up just as safely as he let him down. H. of L. 1855, Marshall v. Stewart, 33 Eng. L. & Eq. 1.

140. A servant who sustains an injury from the negligence of a superior agent engaged in the same general business, can maintain no action against their common employer, although he was subject to the See this subject more fully treated, under control of such superior agent, and could not SERVANTS; and under the titles of the corguard against his negligence or its conse-porations whose business involves risk of quences. The same rule of liability must accidents; particularly RAILROAD COMPAnecessarily apply as well where the employ- NIES. ments of the servants are distinct, as to cases where they are one; and to the several grades of employments, where those in the inferior are subject to the direction and control of those in the higher grades, as to cases where all occupy a common footing and possess equal authority. Ct. of Appeals, 1858, Sherman v. Rochester & Syracuse R. R. Co. 17 N. Y. (3 Smith), 153.

2. Towards third persons, upon acts or omis sions of agent.

143. That in general a corporation is liable for the acts or omissions of its agents within the scope of their several employments; but not for acts outside of their employment-see Salem Bank v. Gloucester Bank, 17 Mass. 1; Foster v. Essex Bank, Id. 479; 141. A master is liable for accidents occa- Lowell v. Boston & Lowell R. R. 23 Pick. 24; sioned by his neglect toward those whom he Thayer v. City of Boston, 19 Id. 511; Magill employs, only while they are engaged in his v. Kauffman, 4 Serg. & R. 317; Sawyer v. employment; but great latitude must be Winnegance Mill Co. 26 Me. 127, 128; given to the phrase, "engaged in his employ- McLaren v. Pennington, 1 Paige, 102; Bois

gerard v. N. Y. Banking Co. 2 Sandf. Ch. | a commission. See Brandon v. Columbia Ins. 23; Merchants' Bank v. Central Bank, 1 Co. 2 Grant Cas. 470. Kelly, 418; Jenkins v. Morris, 16 Mees. & W. 880; Yarborough v. Bank of England, 16 East, 6.

147. A municipal corporation is not liable for a trespass committed by an agent employed by the Common Council in a matter 144. It is no defence to an action for dam- beyond their corporate power. A corporaages sustained through the unskilful act of tion is liable for a tortious act, e. g. a trespass, an agent of a corporation, that his act was in committed by an agent pursuant to its direcviolation of the instructions given him, if it tions, in relation to the matters within the was within the scope of his employment. scope of the objects of its incorporation; but The rule that the master shall be civilly lia- not for any unauthorized acts of its officers, ble for the tortious acts of his servant, is of though done colore officii. N. Y. Supreme Ct. universal application, whether the act be one 1848, Boom v. City of Utica, 2 Barb. 104. of omission or commission, whether negli- 148. A corporation can act only through gent, fraudulent, or deceitful. If it be done agents. If they, while exercising the authorin the course of his employment, the masterity conferred on them, are guilty of falsehood is liable; and it makes no difference that the and fraud, their principal is liable for the master did not authorize or even know of the consequences which may flow therefrom. The servant's act or neglect, or even that he disap- true test of the liability of the principal in proved or forbade it; he is equally liable if such cases is to ascertain whether, in committhe act be done in the course of the servant's ting a fraud, the agent was acting in the employment. The cases on this subject which business of his principal. If he was engaged seem to countenance the doctrine that the in the course of his employment, then parties master is not liable, if the act of his servant injured by his misconduct or fraud can resort was in disobedience of his orders, depend on for redress to the persons who clothed him the question, whether the servant at the time with the power to act in their behalf, and he did the act complained of, was acting in who have received the benefits resulting from the course of his employment, or in other his agency. Mass. Supreme Ct. 1861, Fogg words, whether he was or was not at the v. Griffin, 2 Allen, 1. time, in the relation of servant to defendant. No case asserts the doctrine that the master is not liable for the acts of a servant in his employment when the particular act causing the injury was done in disregard of the general orders or special command of the master. Such a qualification of the maxim "respondeat superior," would in a measure nullify it. U. S. Supreme Ct. 1852, Philadelphia & Reading R. R. Co. v. Derby, 14 How.

468.

145. Thus a person, who, while lawfully riding on an engine of a railroad company on their road, is injured by a collision with another engine of theirs, the collision and the injury being occasioned by the gross negligence of the engineer of the other engine, may recover damages of the company for such injury; although the engineer, whose negligence occasioned the collision, had been expressly forbidden to run his engine over the road at that time. Ib. See also Southwick v. Eslis, 7 Cush. 385.

149. Thus when the officers of an insurance company appoint an agent to solicit risks, and authorizing him to state the amount of the capital of the company, and that it has been paid in &c. to insurers asking information, the corporation is bound by statements made by the agent, within the directions given him, although false. Ib.

An agent

150. False representations. employed for a special purpose,-e. g. to obtain subscriptions to a project of forming a joint stock company in relation to lands,may use the ordinary means of accomplishing the object of his appointment; such as representing the location and quality of the lands, and the like; and if he makes false representations, inducing purchasers to enter into contracts, the principal is affected by such representations, the same as if made by himself. N. Y. Supreme Ct. 1840, Sandford v. Handy, 23 Wend. 260.

151. Instances. Sharp v. Mayor &c. of New York, 25 How. Pr. 389; Waldo v. Chicago &c. R. R. Co. 14 Wis. 575.

146. Insurance company not liable for office rent upon a lease entered into by an 152. Where a bank, through the fraud of agent whom they have employed on terms of its agent, obtained certain assets as security