#### Alexander & Edgar Lumber Company, Respondent, vs. McGeehan, Appellant.

*February 2*

February *21, 1905.*

*Agency: Failure to disclose: Personal liability of agent.*

Where in making a contract an agent apparently acts for himself, and those dealing with him do not know and are not chargeable with knowledge of the facts as to the agency, he renders himself personally liable,

Appeal from a judgment of the circuit court for Ashland county: John K. Parish, Circuit Judge.

*Affirmed.*

Action to recover on contract. The answer was a general denial. The only issue litigated upon the trial was whether the contract was made by the defendant as agent for the Iron River Boom & Improvement Company under such circumstances as to preclude plaintiff from successfully charging him as the principal. It was shown that he did.in fact act as agent, though he used language appropriate to a personal contract and did not at any time expressly disclose his agency. There was evidence establishing, or tending to establish, cir*326cumstances wbicb it was claimed, on tbe part of tbe defendant, so strongly suggested to tbe plaintiff at tbe inception of tbe contract tbe facts of tbe matter as to charge bim with knowledge thereof. Tbe court directed tbe jury to return a verdict for tbe plaintiff, which was done and judgment rendered accordingly, from wbicb defendant appealed.

For tbe appellant there was a brief by *Lamoreux & Shea,*attorneys, and *John M. Flynn,*of counsel, and oral argument by *W. F. Shea.*

For tbe respondent there was a brief by *Tomlcins, Tomlcins <Sc Garvin,*and oral argument by *W. M. Tomlcins.*

MaRShall, T.

It may be, as counsel for appellant contends, that tbe learned circuit court directed tbe verdict upon tbe theory that if one person acting as agent contracts with another, without expressly declaring bis agency and tbe name of bis principal, be will bind himself regardless of whether that other has such knowledge of tbe facts respecting tbe matter that a man of ordinary intelligence, acting with reasonable prudence under tbe circumstances, might know tbe real status of such person in tbe transaction and bis intention. Tbe way tbe rule is commonly stated in tbe books one might, looking thereto only, get that idea. In *West v. Wells,*54 Wis. 525, 11 N. W. 677, speaking of tbe facts of that case, where there was no claim that tbe necessary disclosures were made expressly or circumstantially, or that the facts were otherwise known to tbe person contracting with tbe agent, and there were no circumstances otherwise varying the rule, it was said that tbe sole question, as to whether tbe agent was personally liable or not, was, Did be disclose bis principal ? Tbe rule is often stated unqualifiedly thus: If in a simple contract made by an agent tbe agent does not disclose bis agency and name bis principal, be will render himself liable. *Royce v. Allen,*28 Vt. 234. That is a correct statement, but like most general rules it is not entirely without exceptions. Tbe general *327statement should not be construed as requiring tbe agent under all circumstances to expressly declare bis agency and tbe name of bis principal, — to do so regardless of whether tbe person dealing with him knows tbe facts, or is chargeable with knowledge thereof from circumstances brought to bis attention. "Where one deals with tbe agent of a known principal in tbe regular course of conducting tbe principal’s business by such agent, tbe presumption, in tbe absence of any evidence to tbe contrary, is that tbe credit is extended to tbe former. Mechem, Agency, § 558; *Ferris v. Kilmer,*48 N. Y. 300; *Meeker v. Claghorn,*44 N. Y. 349; *Wright v. Cabot,*89 N. Y. 570; *Nichols v. Martin,*35 Hun, 168; *Argersinger v. Macnaughton,*114 N. Y. 535, 540, 21 N. E. 1022.

However, it is considered that in this case there is no definite evidence that respondent knew tbe facts’ as regards appellant’s status in tbe transaction, or of circumstances charging him with such knowledge when tbe contract was made. Appellant seems to have, on tbe face of things, contracted in bis own name and on bis own responsibility. It is not deemed advisable to recite and discuss tbe evidence. Tbe case is a very simple "one as it seems here. Tbe trial court would have been justified in directing tbe verdict upon tbe ground that neither tbe agency of tbe appellant nor tbe name of tbe .party be represented was, expressly or circumstantially, disclosed at tbe time tbe contract was made, so as to rebut reasonably tbe indications from bis language and conduct that be was acting for bimself. Such being tbe case, tbe judgment must be affirmed.

*By the Court.*— Judgment affirmed.