the business is transacted, that forwarders' clerks will not forward special directions if not known to the owner, will not bind him. (10.) As a general rule, an agent is not personally bound by a contract made by him for his principal. An agent, as such, and contracting as agent and not as principal, incurs no personal responsibility upon the contract itself. This principle runs through all the cases, the apparent conflict being where, upon the facts of different cases, it has been decided in different ways that the agent has or has not sufficiently described himself to the other contracting party as acting in the capacity of an agent.3 The law in England seems to be established that an agent signing a contract as agent, or showing his agency in some manner, is not personally liable, even though his principal's name be not disclosed. On the other hand, Judge Story states the American rule to be, that agents will be personally bound on contracts made by agents, "where they are known to be agents, and acting in that character, but the name of their principal is not disclosed; for, until such disclosure, it is impossible to suppose that the other contracting party is willing to enter into a contract exonerating the agent and trusting to an unknown principal, who may be insolvent or incapable of binding himself." 5 But the English courts have been liberal in allowing evidence of usage to show a different understanding in different trades. In several well-considered cases, an agent who has entered into a written contract for an undisclosed principal has been made personally liable upon proof of a custom recognizing such a liability. In the leading case of Humfrey v. Dale, the defendant's London brokers, being 2 I Hutchins v. Ladd, 16 Mich. 493. 2 Kent's Comm. 629; Evans on Ag. 308. 3 Green v. Kopke, 18 C. B. 549; Mahoney v. Kekuhe, 14 C. B. 390; Reid v. Draper, 6 Hurl. & N. 813; Fairlee v. Fenton, L. R. 5 Exch. 169; Pearce v. Walker, L. R. 5 Exch. 173; Sharman v. Brandt, L. R. 6 Q. B. 720; Southwell v. Bowditch, L. R. 1 C. P. Div. 100; Gadd v. Houghton, L. R. I Exch. Div. 357. 4 Evans on Ag. 194, and cases ante. 5 Story on Ag., sect. 267 (citing Winsor v. Griggs, 5 Cush. 210). 6 7 El. & Bl. 266. employed to buy oil for their principal, gave the vendors a note, as follows: "Sold this day, for Messrs. Thomas & Moore, to our principals, ten tons of linseed oil. Dale, Morgan & Co., brokers." The defendants did not disclose the name of their principal at the time, and evidence was admitted at the trial that, according to the usages of the trade, whenever a broker purchased without disclosing the name of his principal, he was personally liable on the contract. This ruling was affirmed on appeal. That case was decided in 1857. Fleet v. Murton was decided in 1871. The defendants were fruit-brokers in London, and were employed by the plaintiffs, who were merchants at London, to sell for them. They gave to the plaintiffs the following note: "We have this day sold for your account, to our principal, certain tons of raisins. Signed, Murton & Webb, brokers." The defendants' principal having refused to accept a part of the raisins, the plaintiffs brought an action against the defendants, and gave evidence that, in the London fruittrade, if the brokers did not give the names of their principals in their contracts they were held personally liable, although in fact they contracted as brokers for a principal. On the strength of this evidence the plaintiffs had a verdict. In the Court of Queen's Bench the custom was recognized, Cockburn, C. J., saying: "Although, where a party contracts as agent, there would not, independently of some further bargain, be any liability in him as principal, yet if a man, though professing on the face of the contract to contract as agent for another, and to bind his principal only and not himself, chooses to qualify that contract by saying that he will make himself liable, though he is contracting for another and giving to another rights under the contract, he himself will incur the same liability as a principal. Now, although where a party professes to contract as broker, it might prima facie be taken that he contracts without the intention of incurring liability on his own part, yet if by the custom of the particular trade there is that qualification of the contract which, if written with the contract, would undoubtedly I * * * bind him, the qualification may, I think, be imported into contract by evidence of the custom. The defendants here undoubtedly call themselves 'brokers,' acting for their principal. But if the custom attaches, the non-liability which would, under ordinary circumstances, prima facie exist in a contract made by a person purporting to contract as broker, ceases, and the contract assumes a different form and character, and carries with it different legal consequences, by reason of the custom of the trade." Blackburn, J., was of the same opinion. "I agree," said he, "that in the present case, if it were not for the evidence of custom, the defendants, who contract for a principal, —'sold to our principal,' – and sign as brokers, would not have been liable at all upon this contract. But then, there came the custom, and the evidence of custom was to this effect: that in this trade the brokers deal on these terms. The custom is, that if the broker does not disclose his principal's name he is personally liable." Hutchinson v. Tatham,' a still stronger case, was decided in 1873. The defendants, acting as agents for one L., with his authority chartered a ship for the conveyance of a cargo of currants from the Ionian Islands. The charter-party was signed by the defendants as "agents to merchants," the name of the principal not being disclosed. At the trial, the plaintiff offered evidence, which was admitted, of a usage that if the principal's name is not disclosed within a reasonable time after the signing of the charter-party, the broker shall be personally liable. In the Common Pleas it was held that the evidence was rightly admitted, relying upon Humfrey v. Dale and Fleet v. Murton as authority for their decision. A usage of trade may render agents and factors acting for persons resident in a foreign country personally liable on contracts made for their employers, although they fully disclose the character in which they act.2 (11.) A person contracting as agent will be personally liable where he makes the contract in his own name.3 In such case, L. R. 8 C. P. 482. 2 McKenzie v. Nevins, 3 Mass. 434. 3 Jones v. Littledale, 6 Ad. & E. 486; Hopkins v. Mehaffy, 11 Serg. & R. 129; Kirkpatrick v. Stainer, 22 Wend. 244; and cases cited in Story on Ag., sect. 269. evidence of usage, to exonerate an agent from personal liability, has been held inadmissible. In Magee v. Atkinson,' decided in 1837, A., a broker employed by B. to sell certain railway shares, agreed with C., D.'s broker, to sell him fifty shares, of which A. afterwards informed his clerk at his office, who made an entry in his book as of a sale from A. to C., and a contract note to that effect was sent to C. A. subsequently saw the entry in the book, and altered it by writing in the name of B. as seller. Another note was accordingly sent the same evening or the same morning to C., but C. received them both together; he did not return the first note, nor did A. request it. In an action by D. against A. for breach of the agreement in not completing the sale, Patteson, J., left it to the jury to say whether the second note was a correction of a mistake in the first, and told the jury that if the defendant entered into a written contract in his own name, he could not afterwards set up that he was acting merely as a broker, and that, although known to be a broker, if he signed the contract in his own name he was liable. He also rejected evidence that it was the custom in Liverpool to send in brokers' notes without disclosing the principal's name. The plaintiff having recovered a verdict, the direction and ruling of the trial judge were affirmed by the court in banc. "The custom offered to be proved," said Alderson, B., "is a custom to violate the common law of England." In Truman v. Loder, decided in 1840, L., a merchant residing at St. Petersburg, carried on a business in London through H. H., having ceased to represent L., contracted with T. to sell him tallow, intending to make the contract for himself, but T. thought him an agent for L., as before. The contract was made by W., a broker acting for both. He signed, bought, and sold notes, the former beginning. "Bought for T.," and the latter, "sold for H. to my principals." It was held that L. was liable for the non-delivery of the tallow, and that evidence of a custom in the tallow trade that "a party might reject the undisclosed principal, and look to the broker for the completion of the contract," was inadmissible. V. In the Law of Corporations. The rules to be considered under this head are not many, but they show with great force the influence of usage and custom upon the common law. They are three, viz.: (1.) A corporation can express its assent only by means of its seal. (2.) Where its charter prescribes a mode in which its contracts are to be executed, that mode must be pursued. (3.) A corporation has no lien upon the stock of a debtor to it. (1.) It was an ancient doctrine of the common law that corporations could express their assent only by means of their seal, and they were therefore considered incapable of making contracts, or of appointing agents or attorneys to do any binding acts, except by a deed or power in writing under their corporate seal. This doctrine is now obsolete, but it owes its extinction, not to the courts, but to the practices of the corporations themselves, whose usages the judges were compelled to follow. "However well established this may have been as a rule of the courts, its extreme inconvenience must always have effectually denied it currency as a rule of practice. It can hardly be believed that in their daily commerce, for the necessaries and elegancies of life, for the decoration of their chapels and churches, for the building and repairing of their houses, and the tillage and improvement of their lands, the various religious communities anciently so numerous and so well endowed in Englandcontracted only by deed. Of necessity, their superiors and authorized agents must have bought and sold, bargained and contracted for them without the delaying intervention of sealed instruments. Municipal corporations, too, whose bargains and purchases must have been numerous in the Case of The Dean of Fernes, Davies, 121; Manby v. Long, 3 Lev. 107; Horn v. Ivy, 1 Vent. 47; Bailiffs of Ipswich v. Martin, Cro. Jac. 411; Arnold v. Mayor, 4 Man. & G. 893; Taylor v. Dandridge Hospital, I P. Wms. |