I think that the two things are correlative. A man cannot

make a contract in such a way as to take the benefit, unless

he take also the responsibility of it."

Muntgomerie v. United Kinr/dom Mutual SteamsMiJ

Association (1891), 1 Q. B. 370; here Wright, J., adopted

the dictum of Blackburn, J., in the above case.

United Kingdom Mutucd Steamship Association v.

Nevill (1887), 19 Q. B. D. 110; here Lord Esher, M.R., also

laid down the same principle.

There are the following exceptions to the general rule

^0 TEE LAW OF AGENCY.

that the principal alone is entitled and liable upon contracts

made by his agents : —

1. If an agent makes a contract, not by indenture, in

his own name, for an undisclosed principal {i.e. without

disclosing the existence of a principal), either the agent or

the principal is entitled to sue, and liable to be sued upon

It ; and if the contract is a written one, extrinsic evidence

Is admissible (except in the case of Indentures, Bills, and

Notes), for the purpose of showing that a contract which

upon the face of it is made by a person as principal is

really made by him as agent. Thus we find it stated in

Smith's Leading Cases (10th ed, vol. ii. p. 401) : " The

true rule, it is submitted, is, that parol evidence is admis-

sible for the purpose of introducing a new party, but

never for that of discharging an apparent party to the

contract." [But though, as a general rule, extrinsic evidence

Is inadmissible for the purpose of discharging an apparent

party to a written contract, still it appears from Wake v.

Harrop (1862), 6 H. & N. 768, that if an agent has con-

tracted in writing so as to render himself personally liable,

extrinsic evidence is admissible as an equitable defence, to

sliow that it was expressly agreed that he should not be

liable, and that the agreement rendering him liable was so

drawn by mistake.]

For the above rule, vide the following cases : —

Sargent v. Morris (1820), 3 B. & Aid. 277; here it was

laid down that where an agent has acted in his own name,

it is no answer to an action brought in his name to say that

he is merely an agent ; unless it can also be shown that he

is prohibited from carr3'ing on the action by his principal.

In such a case the action can be brought either in the

name of the party by whom the contract was made, or of

the party for whom the contract was made.

Sims V. Bond (1833), 5 B. & A. 389 ; here Denman, C.J.,

delivering the judgment of the Court, said; "It is a well-

established rule of law that where a contract not under seal

RIGHTS AND DUTIES OF PBINCIPAL AND AGENT. 91

is made with an agent in his own name for an undisclosed

principal, either the agent or the principal may sue upon it :

the defendant in the latter case being entitled to be placed in

the same situation at the time of the disclosure of the real

principal, as if the agent had been the contracting party.

. . . But where money is lent by another in his own name,

the plaintiff who alleges that he was in reality the lender

must prove the fact distinctly and clearly."

Jones V. Littledale (1837), 6 A. & E. 490; here it

was laid down, that though undoubtedly evidence was

admissible on behalf of a contracting party, to show that

the other contracting party was an agent only (though

he contracted in his own name), and so to fix the real

principal ; still, if an agent contracted in such a form as to

make himself personally responsible, he could not afterwards,

whether his principal was or was not known at the time

of the contract, relieve himself from that responsibility.

Higgins v. Senior (1841), 8 M. & W. 834 ; here Parke,

B., delivering the judgment of the Court, said ; " It is com-

petent to show that one or both of the contracting parties

were agents for other persons, and acted as such agents in

making the contract ; so as, on the one hand, to give the

benefit of the contract to, and on the other hand, to charge

with liability, the unnamed principals : and this whether

the agreement be or be not required to be in writing by the

Statute of Frauds. And this evidence in no way contradicts

the written agreement. It does not deny that it is binding

on those whom, on the face of it, it purports to bind ; but

.shows that it also binds another, by reason that the act of

the agent in signing the agreement in pursuance of this

authority is in law the act of the principal."

Armstrong v. Stohes (1872), L. E. 7 Q. B. 508 ; here

Blackburn, J., said ; " It is, we think, too firmly established

to be now questioned, that where a person employs another

to make a contract of purchase for him, he as principal is

liable to the seller, though the seller never heard of his