Where a contract is made by an agent, the principal whom he
represents may maintain an action upon it in his own name, although
the name of the principal was not disclosed at the time of making
the contract, and although the
Page 62 U. S. 289
contract be in writing, parol evidence is admissible to show
that the agent was acting for his principal.
[MR. JUSTICE WAYNE DID NOT SIT IN THIS CAUSE.]
Ford lived in New York, and brought an action against John S.
Williams & Brother upon the following contract:
"BALTIMORE, October 31, 1855"
"For and in consideration of the sum of one dollar, the receipt
whereof is hereby acknowledged, we have this day purchased from
John W. Bell, and agree to receive from him in all the month of
February next, at his opinion, two thousand barrels Howard Street
super flour, we paying for the same at the rate of nine dollars per
barrel on the day the said flour is ready for delivery."
"JOHN S. WILLIAMS & BRO."
Upon the trial in the court below, much evidence was given which
it is not necessary to recite in the present aspect of the case.
The court, on the application of the defendants' counsel,
instructed the jury that upon the above contract Ford could not
recover. The only question in the case was whether, assuming the
contract to have been made for the benefit of the plaintiff without
any disclosure to the defendants of his interest, he was competent
to maintain a suit in his own name.
Page 62 U. S. 289
MR. JUSTICE GRIER delivered the opinion of the Court.
The single question presented for our decision in this case is
whether the principal can maintain an action on a written contract
made by his agent in his own name without disclosing the name of
It is not necessary to the validity of a contract, under the
statute of frauds, that the writing disclose the principal. In the
brief memoranda of these contracts usually made by brokers and
factors, it is seldom done. If a party is informed that the person
with whom he is dealing is merely the agent for another, and
prefers to deal with the agent personally on his own credit, he
will not be allowed afterwards to charge the principal, but when he
deals with the agent, without any disclosure of the fact of his
agency, he may elect to treat the after-discovered principal as the
person with whom he contracted.
The contract of the agent is the contract of the principal, and
he may sue or be sued thereon though not named therein, and
notwithstanding the rule of law that an agreement reduced to
writing may not be contradicted or varied by parol, it is well
settled that the principal may show that the agent who made the
contract in his own name was acting for him. This proof does not
contradict the writing; it only explains the transaction. But the
agent, who binds himself, will not be allowed to contradict the
writing by proving that he was contracting only as agent, while the
same evidence will be admitted to charge the principal.
"Such evidence [says Baron Parke] does not deny that the
contract binds those whom on its face it purports to bind, but
shows that it also binds another, by reason that the act of the
agent is the act of the principal."
See Higgins v. Senior,
9 Meeson & Wilsby 843
The array of cases and treatises cited by the plaintiff's
counsel shows conclusively that this question is settled, not only
by the courts of England and many of the states, but by this
Page 62 U. S. 290
See New Jersey Steam Navigation
Co. v. Merchants' Bank,
6 How. 344, 47 U. S. 381
et cas. ib. cit.
The judgment of the court below is therefore reversed, and a
venire de novo awarded.