upon any species of promise made to its trustees, directors, or other officers, in its behalf; and this is so whether the name of the corporation is disclosed by the contract or not, and whether the fact of the agency of the promisee is disclosed or not. If, in such a case, the promise is made to the agent without disclosing the name of his principal or the fact of his agency, then the corporation, being the principal, and the real party in interest, may maintain the action in its own name, upon a proper averment and proof that the promise was made to it by the name of the promisee who acted as its agent.2 1 Ante, §§ 5038, 5113. For instance, under the rules of pleading at common law, a banking corporation may maintain an action in its own name upon a note given to its cashier, upon an averment and proof that it was made to the corporation by that name. Smith v. Branch Bank, 5 Ala. 26. And, under the same system of pleading, where a bond is given to a committee, etc., of a corporation, to be paid to the corporation itself, the bond may be sued on in the name of the corporation; and the declaration may allege that the bond was made to the corporation under the description of the committee, etc. New York African Soc. v. Varick, 13 Johns. (N. Y.) 38. It has been so held, in the case of a bond given to the directors of a corporation, and to be paid to them, their successors and assigns. Baldwin v. Bank of Newbury, 1 Wall. (U. S.) 234, 242. See also Currin v. Fanning, 13 Hun (N.Y.), 466; s. c. sub nom. Curran v. Sears, 2 Redf. (N. Y.) 532 (devise to the trustees of a college); Bayley v. Onondaga County Mut. Ins. Co., 6 Hill (N. Y.), 476; s. c. 41 Am. Dec. 759. And so in the case of a bond made to the plaintiffs by the name and description of the "directors of the Onondaga County Mutual Insurance Co." Bayley v. Onondaga County Mut. Ins. Co., 6 Hill (N. Y.), 476; 8. c. 41 Am. Dec. 759. So, on a note payable to the "treasurer of the Board of Trustees of Carthage College," the college may sue. Friedline v. Carthage College Trustees, 23 Ill. App. 494. So, a note made payable to "G. W., treasurer of the Ministerial and School fund in Levant, or his successor in office," was suable in the name of the corporation whose treasurer he was. Ministerial &c. Fund v. Parks, 10 Me. 441. So, where a note was made payable to" J. R., agent of the Southern Life and Trust Company, or order," it was held to be suable in the name of the corporation. Southern Life &c. Co. v. Gray, 3 Fla. 262. So, where a note was indorsed to the president of a corporation by name, with an addition indicating the name of the corporation, it was held to be suable by the corporation in its corporate name. Dupont v. Mount Pleasant Ferry Co., 9 Rich. L. (S. C.) 255. So, where one subscribed for shares in a turnpike company, and agreed to pay, on demand, to J. G. or order, all assessments, it was held that an action of assumpsit could be maintained against him by the corpo § 7591. Distinction between Cases where the Agency is Disclosed and where It is Concealed. · -In short, an undertaking to the trustees of a corporation should be enforced in the name of the corporation,' because the corporation is the beneficiary named in the contract, according to its true interpretation. When, in cases like the preceding, the instrument itself discloses the agency, and gives the name of the beneficiary, there is no difficulty, and no need of resorting to parol evidence, but it is a mere question of interpretation. But where the instrument does not disclose the agency, or the ration to recover such assessments. Taunton &c. Turnp. Co. v. Whiting, 10 Mass. 327, 335; 8. c. 6 Am. Dec. 124. So, where, under a scheme for the organization of a corporation such as already considered (ante, § 44), commissioners were appointed to conduct the organization and a subscriber to the shares gave his note payable to the commissioners, it was held that the corporation might maintain assumpsit thereon. Vermont Cent. R. Co. v. Clayes, 21 Vt. 30. In the particular case the note was 66 a promise to pay the Commissioners of the Vermont Central Railroad," and the court held that, upon the face of the instrument, the corporation was the beneficial payee. Or where the promise was "to pay Luther Stone, Town Treasurer, or his successor in office": Arlington v. Hinds, 1 D. Chip. (Vt.) 431; s. c. 11 Am. Dec. 704; or where a bill was indorsed, pay to M. Clark, Esq., Cashier": Bank of Manchester v. Slason, 13 Vt. 334. See further ante, § 4578; Bank of United States v. Lyman, 20 Vt. 666, 669; 1 Am. Lead. Cas. 461. And note the analogy between these holdings and the principle that a deed made to the trustees of a corporation is a deed to the corporation: ante, § 5113. So, in case of a written order to deliver shares of stock to "D. A. N., Presi- 1 Barnes v. Perine, 9 Barb. (N. Y.) name of the principal or beneficiary, the rule is the same, by analogy to the principle in the law of agency, that a promise made to an agent without disclosing his principal is a promise made to the principal, on which he may maintain an action in his own name.' Where the instrument is made payable to a person named, for the use of the corporation, then the question is free of all difficulty; because, on the face of the instrument, the corporation is the beneficiary payee. An action on a note made payable to the treasurer of a corporation, or his successor in office, for the use of the corporation, is properly brought in the name of the corporation. Under the foregoing principle, a corporation can maintain an action upon a written contract, where it is mentioned throughout the body of the instrument as one of the contracting parties, although the contract is signed by its agents using their own names only, and without words to designate that they signed as agents, the plaintiff declaring that the defendant, under the name of, here giving the name signed to the contract,"made a contract, a copy whereof is hereto annexed." 'Thus, where an agent purchases goods without disclosing his principal, or where the bill of sale is made to the agent himself, the property, immediately upon the execution of the contract, vests in the principal, and the right of action upon an implied warranty or on fraudulent representations made to the agent, is in the principal. Cushing v. Rice, 46 Me. 303; s. c. 71 Am. Dec. 579. In Nave . Hadley, 74 Ind. 155, 157, it is said that an action may be maintained by an undisclosed principal upon a promissory note payable to the agent; but the general rule is otherwise in case of negotiable instruments. Except in those cases, it may be shown that contracting parties were the agents of other persons, so as to give the benefit of the contract to, or to charge its liabilities upon, an unnamed principal. An undisclosed principal may be shown to be the real party in a transaction in which the agent is the only ostensible person: Putnam v. White, 76 Me. 551, 554; Cushing v. Rice, supra. See 1 Am. Lead. Cas. 643, where many authorities are collected. * Warren Academy v. Starrett, 15 Me. 443. See also Garland v. Reynolds, 20 Me. 45. Lamson &c. Man. Co. v. Russell, 112 Mass. 387. The principle has been carried so far that, where a public license had been granted to the directors of a bridge corporation, to keep a ferry near where the bridge of the corporation had been carried away by a freshet, the income of which ferry was to be appropriated toward rebuilding the bridge, and afterwards the successors of such directors made a parol lease of the ferry and ferry-boat to another per § 7592. Bank may Sue on Commercial Paper made Payable to its Cashier. Contrary to the early doctrine, there is now a great preponderance of authority in favor of the proposition that where a note is drawn payable to a person named, with the addition of "cashier," the bank of which such person was cashier at the time when the note was drawn may maintain an action thereon, and that parol evidence may be introduced to show what bank was meant. Both of these questions were decided in the affirmative in a leading case in the Supreme Court of the United States, where an exhaustive opinion was delivered by Mr. Justice Clifford. This would be especially true under the modern codes of procedure which require actions to be brought in the name of the real party in interest; but even where this new system of pleading has not been introduced, there are many holdings to the effect that a banking corporation may maintain an action upon a note payable to its cashier, it appearing that it was given for its benefit and that the promise was actually made to it. son, the corporation could maintain an action for the rent in its own name. Ticonic Bridge v. Moor, 13 Me. 240. 1 Baldwin v. Bank of Newbury, 1 Wall. (U. S.) 234. See also Commercial Bank v. French, 21 Pick. (Mass.) 486; 8. c. 32 Am. Dec. 280; Mechanics' Bank v. Bank of Columbia, 5 Wheat. (U. S.) 326; Folger v. Chase, 18 Pick. (Mass.) 63; Watervliet Bank v. White, 1 Denio (N. Y.), 608; Pratt v. Topeka Bank, 12 Kan. 570; Barney v. Newcomb, 9 Cush. (Mass.) 46; Wright v. Boyd, 3 Barb. (N. Y.) 523; First Nat. Bank v. Hall, 44 N. Y. 395; 8. c. 4 Am. Rep. 698; Bank of Genesee v. Patchin Bank, 19 N. Y. 312; Bank of New York v. Bank of Ohio, 29 N. Y. 619; Garton v. Union City Nat. Bank, 34 Mich. 279; Bank of Manchester v. Slason, 13 Vt. 334; Rutland &c. R. Co. v. Cole, 24 Vt. 33; ante, §§ 4758, 5038, 5113. Some of • Commercial Bank v. French, 21 these decisions proceed upon the view that the contract, according to its true interpretation, is a promise made to the bank, and not to the cashier. And in reference to the true meaning of the contract, the courts, it seems, will judicially notice what is a general custom of trade, that the accounts of banks with each other are usually kept in form with their cashiers, and that their paper is regularly drawn and indorsed in form by their cashiers, eo nomine.2 § 7593. In Such Cases Corporate Officer may Sue in his Own Name.-It is not to be inferred, from the cases considered in the three preceding sections, that where a promise is made in terms to a corporate officer, or agent, or to a board of corporate officers, in their individual names, they have not the right to maintain an action thereupon, although words may be added to their names descriptive of their offices; and although the corporation might also, by the proper averments, maintain an appropriate action thereon. 563; s. c. 66 Am. Dec. 384; Colburn v. Phillips, 13 Gray (Mass.), 64, 67; Smith v. Branch Bank, 5 Ala. 26. 1 In a case where this was held it was said by Morton, J.: "If it be in truth a promise to the individual who was cashier when it was made, and not to the corporation, it is very clear that the plaintiffs cannot maintain this action; for he alone to whom a promise is made, or in whom its legal interest is vested, can enforce its performance or complain of its breach." Commercial Bank v. French, 21 Pick. (Mass.) 486; s. c. 32 Am. Dec. 280, 282; citing Allen v. Ayres, 3 Pick. (Mass.) 298. * See Sussex v. Sidney College v. Davenport, 1 Wils. 184. Proceeding upon this view, where a promissory note was made payable "to the cashier of the Commercial Bank," it was held that the bank was the promisee and could maintain an action thereon, it appearing that the consideration The reason seems proceeded from it. Commercial Bank v. French, 21 Pick. (Mass.) 486; 8. c. 32 Am. Dec. 280. 'Gilmore v. Pope, 5 Mass. 491. Accordingly, it has been held that where the owner of a note, indorsed in blank, obtains the consent of a third person that the action thereon may be brought in the name of such third person, and thereupon fills the blank indorsement with his name, and causes suit to be instituted in the name of such indorsee, no objection can be taken to the right of the plaintiff to bring the action. Burnap v. Cook, 32 Ill. 168, 171. See also Bryant v. Dana, 3 Gilm. (Ill.) 343, 349. But in an action by a trustee upon a promissory note, any defense going to the consideration may be made that might have been urged against the beneficial owner. Merrill v. Randall, 22 Ill. 227, 233; Belohradsky v. Kuhn, 69 Ill. 547, 551. Accordingly, it is no defense to an action on a |