Purinton v. Security Life Insurance & Annuity Co. , 72 Me. 22 ( 1881 )

Peters, J.

In Nobleboro' v. Clark, 68 Maine, 87, Libbey, J., upon an extensive examination of the authorities, lays down this rule : "Applying the principles settled by the courts and the provisions of our statutes to the question under consideration, we think the true rule in this State is, that where a' deed is executed by an agent or attorney, with authority therefor, and it appears by the deed that it was the intention of the parties to bind the principal or constituent, that it should be his deed and not that of the agent or attorney, —it must be regarded as the deed of the principal or constituent, though signed by the agent or attorney in his own name. In determining the meaning of the parties, recourse must be had to the whole instrument— the granting part, the covenants, the attestation clause, the sealing and acknowledgment, as well as the manner of signing. If signed by the agent in his own name, it must appear by the deed that he did so for his principal. This may appear in the body of the deed as well as immediately after the signature.”

It is our belief that the persons concerned in drafting the instrument before us, intended that the defendants should be bound by it. We think that the instrument taken as a whole is appropriate for that purpose. The names of the principals are disclosed. The persons acting for them are denominated superintendents, implying an agency on their part. The business to be performed by the plaintiff is for the company and not for the agents of the company. The plaintiff is to receive his instructions from and make his reports to the company. His compensation comes from the company.

"The said party of the first part appoints the said party of the second part its general agent.” Does this mean that the plaintiff was to be an agent of the company, or merely an agent of the agents of the company ? The plaintiff "agrees to use due diligence in advancing the business and prosecuting the best interests of said company.”

The compensation for his services, " to be rendered to said company,” is tobo one thousand dollars per annum. Ho has "a commission upon all premiums paid to and received by said company” upon policies obtained by him. He is to keep regular and accurate accounts for the company, and "alimonies received by him while or as the agent of mid company,” "shall be received and held as a fiduciary trust for said company.” He cannot " assign this contract . . . without the written consent of the said company.” "The said company reserves” to itself certain rights in case the plaintiff does not occupy all the territory his undertaking covers. The company furnishes printed matter to the plaintiff, and pays some of his expenses, "but no other expenses, unless specially authorized in writing, shall be chargeable to or payable by said company.”

"Hie said parties” have set their hands and seals. The only parties named as being concerned in the different provisions of the agreement have been the plaintiff and the company. The only company named or alluded to is the insurance company. "The party of the first part” and "the company” seem to be identical.

The agreement purports to be made "between Fletcher and Bonney, superintendents of New England Agencies for the Security Life Insurance and Annuity Company,” and the plaintiff. The plaintiff contends that the meaning is, that Fletcher and Bonney "for” the insurance company enter into the contract. The defendants render it as merely describing themselves as superintendents "for” the New England agencies "of” the insurance company. The words alone could be construed either way. But with the aid of the light that is shed upon this part of the contract from its other parts, we think it may well be supposed that both ideas are involved in the expression, and that Fletcher and Bonney meant to say that they wei'e the agents of and were also > contracting for the insurance company.

Another point is made. The agreement is signed and sealed by only one of the agents named, and this is not regarded by the defendants as a sufficient execution, to make the instrument a valid agreement of the company under seal. That depends upon the nature of the power conferred upon the agents by the company. If the power was a joint and several one, it could be. executed by one or both. Story on Agen. § 42, and cases. It is enough upon demurrer that the execution could be valid. The allegation, which the demurrer admits, is that the defendants did maké and execute the agreement. The point is one of evidence and not of pleading. Possibly, too, some principle of ratifica- ■ tion or estoppel may apply to the execution of the agreement.

Exceptions overruled.

Appleton, C. J., Walton, Virgin, Libbey and Symonds,. JJ., concurred.