Universal Steam Navigation Co Ltd v James McKelvie & Co

Viscount Cave L.C. My Lords, this
appeal from the Court of Appeal in England raises the question
whether the respondents, Messrs. James McKelvie & Co.,
are personally liable under a charterparty for demurrage.

By the charterparty, which was dated October 15, 1919,
and was expressed to be made between T. H. Seed & Co., Ld.,
agents for the owners of the steamship Ariadne Irene and
"' James McKelvie & Co., Newcastle-on-Tyne, Charterers,"'
it was agreed that the steamship should proceed to the river

(1) 5 E. & B. 125. (3) (1841) 8 M. & W. 834, 844.
(2) (1861) 6 H. & N. 768. (4) 1 Ex. D. 357.

494 HOUSE OF LORDS [1923}

H. L. (E.) Tyne and there load from the charterers a full and complete

1923 cargo of coal, and should proceed to one of certain Italian
Universan ports as ordered, and there deliver her cargo. Provision was
Ne sM wy Made for the payment by the charterers of demurrage in the

Co. event of the steamer being detained beyond the stipulated

James time either at the port of loading or at the port of discharge,
ue a and it was provided that "the charterers' liability should
Viscount Cave CASE as soon as the cargo was shipped and the advance of

ae freight, dead freight and demurrage at the ports of loading
and/or discharging (if any) paid, the owner having a lien on
the cargo for freight and average.' The charterparty was
signed: '' For and on behalf of James McKelvie & Co. (as
agents). J. A. McKelvie." Liability for demurrage at the
port of discharge having been incurred, the owners brought
this action against the respondents for the amount claimed—
namely, 24441. 12s. 6d—and the respondents pleaded that
they had signed the charterparty as agents for the firm of
Brandt Pagnini of Rome, and denied liability.

At the trial of the action before Bailhache J. it was
proved that the respondents had sold a cargo of coal to
Pagnini & Co. at a price per ton, f.o.b. Newcastle, and had
chartered the vessel for this cargo as agents for and on behalf
of that firm. It was also proved that it was customary when
selling f.o.b. to charter on behalf of the receivers, and that
the custom was well known to ship-agents and shipowners.
Under the regulations of the Coal Controller coal could only
be exported under licence naming the consignees ; and in the
licence for this cargo, which was referred to in the charter-
party as having been granted, Pagnini & Co. were named as
consignees. The bill of lading, which was signed by the agent
for the shipowners, showed a shipment to the order of Pagnini.
The representative of the shipowners in his evidence main-
tained that he dealt only with the respondents; but his
answers to certain questions, and his refusal to answer others,
leave no doubt in my mind that he knew perfectly well that
the respondents were acting for other persons. It was not
suggested that the respondents ever withheld the name of
their principals. The learned judge found as a fact that

A. C. AND PRIVY COUNCIL. 495

the owners knew when the charterparty was signed that H. L. (E.)
the cargo was sold on f.0.b. terms; but on the authority of 1923
the case of Lennard v. Robinson (1) he held that the respondents uUniversat
were personally liable, and gave judgment for the plaintiffs ,, 574".
for the amount claimed. The Court of Appeal by a majority oo

(Bankes and Atkin L.JJ.; Scrutton L.J. dissenting) reversed James

that decision and entered judgment for the respondents with arin
costs ; and thereupon the present appeal was brought. Viscount Cave

My Lords, apart from authority, I should feel no doubt —
whatever as to the correctness of the judgment of the Court
of Appeal. If the respondents had signed the charterparty
without qualification, they would of course have been person-
ally liable to the shipowners ; but by adding to their signature
the words "as agents " they indicated clearly that they were
signing only as agents for others and had no intention of being
personally bound as principals. J can imagine no other pur-
pose for which these words could have been added ; and unless .
they had that meaning, they appear to me to have no sense
or meaning at all.

When the cases are examined, it appears that the weight
of authority is in favour of the above view. It is true that
in a series of cases, in which the signatories were referred to
in the body of the contract as agents for others, but appended
no qualification to their signature, they were held to be
personally liable. Decisions to that effect were given in
Tanner v. Christian (2); Cooke v. Wilson (3); Parker v.
Winlow (4); Paice v. Walker. (5) Whether all those decisions
can stand with the later decisions of the Court of Appeal in
Southwell v. Bowditch (6) and Gadd v. Houghton (7) it is not
necessary for present purposes to determine; for in none
of them was the signature qualified by any words showing
that the signatory signed as agent only, and in each of them
it was expressly stated in the judgment that if the signature
had been so qualified the decision would or might have been

(1) 5 BE. & B. 125. (4) 7E. & B. 942.
(2) (1855) 4 E. & B. 591. (5) (1870) L. R. 5 Ex. 173.
(3) (1856) 1 C. B. (N. 8.) 153. (6) (1876) 1 C. P. D. 374.

(7) 1 Ex. D. 357.

496 HOUSE OF LORDS [1923]

H. L. (E.) the other way. On the other hand, in Deslandes v. Gregory (1),
1923 where the defendants were described both in the body of the
Univer sat Charterparty and in the signature as agents for a known
reas person, they were held not liable ; and in Gadd v. Houghton (2)
oe James L.J. said that he could not conceive that the words

Jastns "as agents "' could be properly understood as implying merely
ae co & description, adding, '"' the word 'as' seems to exclude that

Viscount Cave idea."'

= To this current of authority the only exception is the case
of Lennard v. Robinson (3), on which the learned trial judge
and Scrutton L.J. relied. There the defendants were named
in the charterparty itself as parties, but signed "' by authority
of and as agents for"' a person named; and it was held that
they contracted personally. There may be minute distinctions
between that case and the present; but I think it best to
say that in my opinion that case cannot now be treated as
law. It is, as Bankes L.J. said, to the interest of the commer-
cial community that a signature "as agent" should have a
generally accepted meaning, and I agree with him that such
a qualification of the signature should be taken as a deliberate
expression of intention to exclude any 'personal liability on
the part of the signatory.

I think it desirable to add, in order to prevent misapprehen-
sion, that in the present case no evidence was given (as in
Pike v. Ongley (4), and the cases there cited) of any custom
of the trade or port that agents not disclosing the names of
their principals at the time of making a contract were person-
ally liable as principals; nor was it suggested (as in Miller,
Gibb & Co. v. Smith & Tyrer, Ld. (5)) that there was any
general or special custom that an agent acting on behalf of a
foreign principal undertook the liability of a principal. In the
absence of such a custom, and where a principal exists, the
general rule applies, although the principal be not named
or be a foreigner.

For these reasons, I am of opinion that this appeal fails,

(1) (1860) 2 E. & E. 602. On (3) 5 E, & B. 125.
appeal 30 L. J. (Q. B.) 36. (4) (1887) 18 Q. B. D. 708.
(2) 1 Ex D. 357. (5) [1917] 2 K. B. 141.

A. C. AND PRIVY COUNCIL.

497

and I move your Lordships that it be dismissed with H. L. (E.)

costs.

1923

My Lords, my noble and learned friend, Lord Birkenhead, Universar.

desires me to say that he agrees with the judgment of y,

Atkin L.J., but subject to the qualification contained in
the opinion to be delivered by my noble and learned friend,
Lord Sumner.

Lorp SHAw oF DunFERMLINE. My Lords, the question
in this appeal is whether the respondents are liable to payment
of demurrage in discharging a cargo of coal from the steamship
Ariadne Irene. The liability is said to arise under the terms
of the charterparty founded on : the respondents deny liability ;
and they plead that the charterparty was entered into by them
as agents and, as they submit, solely as agents, for a firm,
Brandt Pagnini, of Rome.

The charterparty states that "the licence for the above
cargo is granted.' The meaning of that is, that, under the
regulations of the Coal Controller operative during this con-
tract, a licence was required which stated the names of the
consignees. The licence for this cargo of coal named Pagnini
as the consignees. Further it is admitted in the cross-examina-
tion of Messrs. Seed & Co.'s manager that the bill of lading
for this cargo '' shows a shipment to the order of ' Brandt
Pagnini, Esq., of Rome' and his assigns."

In my opinion accordingly no question of undisclosed
principal arises in this case. When, in signing this charter-
party, the respondents added to their signature the words
*' agents,' the owners knew that principals existed, and who
they were.

In the opening words of the charterparty, the contract bears
to be between Messrs. Seed & Co., agents for the owners of the
ship, and "James McKelvie & Co., Newcastle-on-Tyne,
Charterers." Throughout the body of the charterparty the
term "' charterers'"' isemployed. There is: (1.) no acceptance,
in any express words employed, of personal obligation, but
the name of Messrs. McKelvie is used simpliciter, and the
word "' charterers "' follows that name and is repeated in the

STEAM
VIGATION
Co.

JAMES

McKetvir

& Co.

498

H. L. (E.)
1923

sth
UNIVERSAL
STEAM
NAVIGATION
Co.
Ve
JAMES
McKeEtviE
& Co.

Lord Shaw of
Dunfermline,

HOUSE OF LORDS [1923}

course of the contract; (2.) There is no assertion of agency
in the language employed in the body of the contract. All
this until the signatures are reached. The signature of the
charterers was as follows: '' For and on behalf of James
McKelvie & Co. (as Agents). J. A. McKelvie."

The first question is in what character Messrs. McKelvie
signed this document ? I see no ground whatsoever for deny-
ing effect to the express word " agents'"': it was undoubtedly
in that character that the contract was signed: there is as
little ground for cutting out the express character in which
it was signed as for cutting out the signature itself.

The second question is, whether, although thus denominating
themselves as " agents,'' Messrs. McKelvie were yet signing a
contract which by its terms made them principals therein.
But its terms do not refer to either " principals " or "' agents "' ;
the body of the document can be applied to either category.
As for the names of the parties, I hold that the names of
McKelvie followed by " Charterers"' with nothing said of
agency, is definitely stamped with agency by the express
affirmation of the signature.

A third view is suggested—namely, that they were ex
concessu agents, but yet were principals over and above.
This answers itself. Such a confused and unusual situation
would require the clearest words to make it intelligible and
effective. As at present advised, I have doubts as to whether
this could be done.

I do not regret that the appeal has been taken, for it enables
this House to settle the question whether on the numerous
authorities the judgment in the case of Lennard v. Robinson (1)
is sound law. In my humble opinion it is not; the cases
of Gadd v. Houghton (2) and Lennard v. Robinson (1) cannot
stand together. Gadd's Case (2), which was decided by a very
powerful Court, was, in my view, correctly decided; and it
has, from its date, been properly accepted as sound. The
authorities are most carefully reviewed in the judgment in
this case by Bankes L.J., and it is unnecessary to add to that
review.

(1) 5E.& B. 125. (2) 1 Ex. D. 357.

A. C. AND PRIVY COUNCIL.

But I desire to say that in my opinion the appending of the
word "agents" to the signature of a party to a mercantile
contract is, in all cases, the dominating factor in the solution
of the problem of principal or agent. A highly improbable
and conjectural case (in which this dominating factor might
be overcome by other parts of the contract) may by an effort
of the imagination be figured, but, apart from that, the
appending of the word " agent '' to the signature is a conclusive
assertion of agency, and a conclusive rejection of the responsi-
bility of a principal, and is and must be accepted in that
twofold sense by the other contracting party.

Lorp Sumner. My Lords, it is reasonably plain, that
in this case there was no contract between the parties until
the formal charter was signed. The main terms had no doubt
been already agreed by word of mouth, but, in the ordinary
course of business, they would have to be incorporated into a
printed form and that form would then have to be duly signed.
The result is, that the whole question is one of the construction
of the entire charter, as we have it, including the form in
which it is signed—namely, in the name of James McKelvie
& Co. '(as agents)."

Atkin L.J. observes (1) that "some confusion has been
introduced into the cases by not sufficiently distinguishing
between cases of construction of the body of the contract
and cases turning on the proof of assent in the signature,"
and he proceeds: 'the words 'as agents' are conclusive,
when qualifying the signature, to negative liability as principal.
.... If used in the body of the document they are very
strong to negative liability, but as you must read the document
as a whole you may possibly find other words and clauses so
plainly indicating personal liability that they outweigh the
words in question. .... If the words qualify the signature
they qualify the assent and nothing more matters."

My Lords, for myself, I can hardly go so far as this. I
agree that for many years past it has, I believe, been generally
understood in business, that to add '"'as agents" to the

(1) [1922] 1 K. B. 536.

499

es sy (Es)
1923
UNIVERSAL
STEAM
NAVIGATION
Co.
Vv
JAMES

McKeEtLvigE
& Co.

Lord Shaw of
Dunfermline,

500 HOUSE OF LORDS [1923]

H. L. (E.) signature is all that is necessary to save a party, signing for a
1923 _— principal, from personal liability on the contract, and I agree
—~ ° °

UniversaL also that, even as a matter of construction, when a signature

STEAM so qualified is attached to a general printed form with blanks

NAVIGATION
Co. filled in ad hoc, preponderant importance attaches to the

Tinie qualification in comparison with printed clauses or even with
care ae manuscript insertions in the form. It still, however, remains
Lord Sumner, true, that the qualifying words "'as agents" are a part of

— the contract and must be construed with the rest of it. They
might have been expressed as a separate clause—e.g., "it is
further agreed that the party signing this charter as charterer
does so as agent for an undisclosed principal''—and that clause
would obviously have to be construed. They are a form of
words and not a mere part of the act of signifying assent and
closing a negotiation by duly attaching aname. They purport
to limit and explain a liability, and not merely to identify
the person signing or to justify the inscription of a name by
the hand of another person than the owner of it They are
more than the addition of "junior" or " Revd." to the
signature, which serves to identify the signatory by distin-
guishing him from others They are more than a mere " per
procuration,"' which only alleges authority to write another's
name. If Mr. J. A. McKelvie had written in his own hand-
writing "' Brandt Pagnini & Co." and no more, then, on proof
of due authority, Brandt Pagnini & Co. would have been
bound by the charter and (subject to the effect of the words
at the beginning of the charter "and James McKelvie & Co.,
Newcastle-on-Tyne, charterers ''?) McKelvie & Co. would not.
There are, of course, persons and occasions such that no
inference of personal engagement can arise, as when a barrister
signs a memorandum of the settlement of a case recording
that money is to be paid, or when a Treasury clerk signs a
letter, stating that he is "' directed by my Lords of the Treasury
to say' so and so. In such a case as the present, however,
the act of attaching the signature of J. McKelvie & Co., even
without the words above quoted from the body, would prima
facie indicate a personal undertaking and that so strongly
that, in the absence of qualifying words, evidence could not

A. C. AND PRIVY COUNCIL.

be admitted to discharge Messrs. McKelvie but could be
admitted only to charge Messrs. Pagnini. I think it follows,

501

H. L. (E.)
1923

that the words " as agents," which as a matter of construction Unrvmrsax

may be sufficient to discharge Messrs. McKelvie, have that y

effect because they form part of the contract and, if they
are conclusive, it is by reason of their meaning as part of the
contract and not because they are part of the proof of assent
to a contract, which is itself distinct from them.

They are more, too, than words of description of the signa-
tory's business. It has sometimes been said that when
"agents" is the word added to the signature, it is a mere
word of description, and so does not qualify the liability
which the act of signing imports. I question this explanation.
One's signature is not the place in which to advertise one's
calling, nor is "' agent "' ordinarily used to describe a trade,
as "' tailor' or '' butcher' would be. I have no doubt that,
when people add " agent " to a signature to a contract, they
are trying to escape personal liability, but are unaware that
the attempt will fail, The result, however, is the same.
When words added to a signature in themselves qualify
liability, it is because, as words, they can be so construed
in conjunction with the contract as a whole.

In construing the words "as agents," there is a distinction
to be taken. Though it may be somewhat subtle, it has been
mentioned in the older cases. Do the words "as agents "'
mean '' and as agents," or "only as agents"? The positive
affirmation, that I sign "as agent "_that is, for another—
is formally consistent with my signing for myself as well.
If the act of signing raises a presumption of personal assent
and obligation, which has to be sufficiently negatived or
qualified by apt words, are the words "as agent" apt or
sufficient to exclude personal liability ? For myself, I think
that, standing alone, they are. To say "as agent," meaning
thereby 'also as agent' for some one undisclosed, is sub-
stantially useless. If the agent refuses to disclose, the opposite
party is no better off. If the statement is true, the rights and
liabilities of the principal can be established at any time by
proof. The statement only acquires a business efficacy

'

STEAM
AVIGATION
Co.
v.
J AMES
McKEtLvig
& Co.

Lord Sumner,

502

Bi Ise)
1923

es
UNIVERSAL
STEAM
NAVIGATION
Co.
Vv.
JAMES
McKE.LvIE
& Co.

Lord Sumner.

HOUSE OF LORDS [19238]

as distinct from a formal content, if it means '"' I am not liable
but someone else is and he only," and this is what I think
it does mean.

Unless, then, something is to be found to the contrary in
the earlier part of this charter, the qualification "as agents "
appears to me to relieve Messrs. McKelvie & Co. from personal
liability on the contract. There are two features in the
charter sufficiently significant to be worth considering in
this connection—one is that, of the very numerous stipulations
in their favour, which the shipowners are entitled to have
performed by somebody, those performable by charterers
eo nomine in this country are more numerous than those
performable by charterers eo nomine in Italy, since in the
latter case many of them are expressed to be performable by
" consignees"' or by "receivers"; the other is, that the
charter begins by saying "It is this day mutually agreed
between Thomas H. Seed & Co., Ltd., agents for owners, and
James McKelvie & Co., Newcastle-on-Tyne, charterers."'

These features, so common as to be almost common form,
are of little weight in aid of the appellants' contention here.
If throughout the charter '' James McKelvie & Co." is to be
read wherever the word ' charterers'"' is found, I think,
reading the whole instrument together and giving effect to
every part of it, that "James McKelvie & Co. as agents "
must be so read in lieu of the word '"'charterers," and then
matters are left as they were on the meaning of the words
"as agents.' The circumstance that Thos. H. Seed & Co.
are described as agents for owners and sign " by authority of
owners as agents" carries things no further; '"' by authority
of owners" would be implied in any case, and the repetition
of ''as agents"' is a repetition only. What can be the meaning
of saying " James McKelvie & Co., on behalf of their principal,
engage that James McKelvie & Co., as charterers, shall pay
steamer demurrage at Civita Vecchia" except that they
bind their principal to authorize them to pay for him and to
put them in funds to do so? The construction comes back
to the same point, that the addition of the words " as agents "
has the effect of reading all references to James McKelvie & Co.

A. C. AND PRIVY COUNCIL.

in the obligations undertaken by the charterers, as if James
McKelvie & Co. had been throughout described as agents for
charterers, as Thos. H. Seed & Co. are for owners. I may add
that clause 16 seems to corroborate this view. It runs "' the
brokerage of 5% is due to Thos. H. Seed & Co., Ltd., one-
third of which to James McKelvie & Co. on the cargo being
loaded." However this is read, it plainly puts McKelvie & Co.
and Seed & Co. on exactly the same footing, and Seed & Co.
are admittedly agents for others in this matter and nothing
more.

As to the authorities, I think that Gadd v. Houghton (1)
cannot be usefully distinguished from Lennard v. Robinson (2)
merely because Houghton was a selling agent and Robinson
was a chartering agent. The reasoning in the former case
seems to me to be correct and it ought to prevail. The
strongest argument for Lennard v. Robinson (2) is that
Mellish L.J., when counsel for the defendant in Wake v.
Harrop (3), accepted it as good law against his client, manifestly
to the disappointment of Bramwell B., and did not criticise it
in Gadd v. Houghton (1), although it had been cited. I
think the weight of authority has long been against Lennard v.
Robinson (2), though it has been cited often and sometimes
has been expressly followed, and I can see no good purpose
to be served by keeping it alive as an authority, to be followed
if an exactly similar case should arise for decision but not
otherwise. I think it was ill decided and that in the present
case the judgment appealed against was right.

Lorp Parmoor (read by Lorp SHAw oF DUNFERMLINE).
My Lords, the question in this appeal is whether the
respondents are personally liable, under the terms of a charter-
party, for demurrage, in discharging the steamship Ariadne
Irene. The defence of the respondents is that they signed
the charterparty "' as agents," and did not incur thereunder
any personal liability. The charterparty was signed as
follows: '' For and on behalf of James McKelvie & Co. (as

(1) 1 Ex. D. 357. (2) 5 E. & B. 125.
(3) 6H. & N. 768.

503

H. L. (E.)
1923

Se,
UNIVERSAL
STEAM
NAVIGATION
Co.

v.
JAMES
McKeEtvige
& Co.

Lord Sumner.

504 HOUSE OF LORDS [1923]

H. L. (E.) agents)—J. A. McKelvie." The words "as agents" are,
1923 in my opinion, clearly words of qualification and not of
Universat description. They denote, in unambiguous language, that the
STrAM respondents did not sign as principals, and did not intend to

NAVIGATION

— incur personal liability. The signature applies to the whole
James contract, and to every term in the contract. I think it would

a not be admissible to infer an implied term, or implied terms,
in the contract inconsistent with the limitation of liability
directly expressed in the qualification of the signature, since
the effect of such an implication would be to contradict an
express term of the contract. It is not impossible that by
plain words in the body of the document, persons signing
"as agents," may expressly undertake some form of personal
liability as principals, but I can find no trace of any inten-
tion of the respondents to incur any such liability in the
charterparty, which is in question in the present appeal.

The authorities have not been consistent, but I agree that
Gadd v. Houghton (1) should be followed. In Gadd v.
Houghton (1), James L.J., referring to the case of Paice v.
Walker (2), says: '"'I cannot conceive that the words 'as
agents' can be properly understood as implying merely a
description. The word 'as' seems to exclude that idea.
If that case were now before us, I should hold that the words
'as agents' in that case had the same effect as the words
"on account of' in the present case, and that the decision
in that case ought not to stand." Mellish L.J. expresses the
same opinion, and adds, '' when the signature comes at the
end you apply it to everything which occurs throughout the
contract." Archibald J. adds: "The usual way in which
an agent contracts so as not to render himself. personally
liable is by signing as agent."

In Deslandes v. Gregory (3) the signature was "For S. F. of
Anamaboo, G. Brothers, as agents.'"' An action was brought
by the shipowners against G. Brothers. It was held in the
Queen's Bench, and confirmed in the Exchequer Chamber, —
that the defendants were not liable on the charterparty as

Lord Parmoor.

(1) 1 Ex. D. 357, 359, 360, 361. (3)2 E. & E. 602} 30 L. J,
(2) L. R. 5 Ex. 173. (Q. B.) 36, 37.

AscC. AND PRIVY COUNCIL.

principals. Williams J., delivering the judgment of the
Exchequer Chamber, says: ''The form of the agreement
and the mode of signature taken together, are quite con-
clusive that the defendants did not sign this contract for
themselves as principals. They sign 'For Samuel Ferguson,
of Anamaboo, Gregory Brothers, as agents.''' No doubt in
this case G. Brothers are described as agents in the body of
the charterparty, but Williams J. says: "It would require
extremely strong words in the body of the contract to control
the effect of that form of signature, but no such words are to
be found there."

When this case was heard, in the first instance, before
Bailhache J., the only authority quoted was Lennard v.
Robinson. (1) If this authority had not been overruled, it
would have been incumbent on Bailhache J. to follow it. I
think, however, that Lennard v. Robinson (1) is not recon-
cilable with Gadd v. Houghton (2) and that, since the decision
in that case, it cannot be regarded as an authority, In
Lennard v. Robinson (1) the contract was signed " by authority
of and as agents for,' and as stated in Gadd v. Houghton (2)
it is not possible to suggest clearer words to show that the
person signing the contract is signing for a principal, and does
not intend to incur personal liability. 'The construction
applied in Lennard v. Robinson (1) was applied in Weidner v.
Hoggett (3), in which the defendant was held personally liable
under contract signed by him, " on account of Bebside Colliery,
W. Hoggett."

Different considerations arise when a person signs a contract
without qualification, and the question is raised whether he
is to be deemed as contracting personally, or as agent only.
In such a case the intention of the parties is to be discovered
from the contract itself, and the rule laid down in Smith's
Leading Cases has been adopted as the rule to be followed.
_" That where a person signs a contract in his own name,
without qualification, he is prima facie to be deemed to be a
person contracting personally, and in order to prevent this

"> () SE. & B, 125, (2) 1 Ex. D. 357%
; . (3) (1876) 1 C. P. D. 533.
= ALO. 1923, 3 2N

505

H. L. (E.)
1923

==
UNIVERSAL
STEAM
NAVIGATION
Co.

Vv.
JAMES
McKELvIe
& Co,

Lord Parmoor,

506

HL. (E.)
1923

ee
UNIVERSAL
STEAM
NAVIGATION
Co.

Vv.
JAMES
McKELvIE
& Co.

Lord Parmoor,

HOUSE OF LORDS [1923]

liability from attaching, it must be apparent from the other
portions of the document that he did not intend to bind
himself as principal." I agree with Atkin L.J. that it would
tend to confusion to consider these cases in a case in which
the signature itself has been expressly qualified.

Atkin L.J., in giving his decision in the present case, says:
"Tf the words qualify the signature, they qualify the assent,
and nothing more matters.' I do not understand Atkin L.J.
to exclude the possibility that a person, signing "as agent,"
may nevertheless in the same document expressly undertake
some form of personal liability. Such a possibility does not,
in my opinion, affect the value of the rule as laid down
by Atkin L.J., or its acceptance as an accurate guide in the
construction of contracts, not regulated by statute, or con-
siderations of a special character. The rule accords with the
dictum of Mellish L.J. in Gadd v. Houghton (1), '"' when the
signature comes at the end you apply it to everything which
occurs throughout the contract."

In my opinion the appeal should be dismissed with costs.

Order of the Court of Appeal affirmed, and appeal
dismissed with costs.

Lords' Journals, May 4, 1923.