Promissory note construction: agent's signature under power of attorney excluded personal liability and bound the principal.

Liability on a promissory note executed by a person describing himself as agent under power of attorney must be gathered from the instrument itself, read as a whole, once agency authority is established. Surrounding circumstances not disclosed in the document cannot be used to add to or vary its effect. Applying Indian principles of construction, the words identifying the executant as husband and agent were treated as signifying execution on behalf of the principal, not a mere description. Personal liability was therefore not fastened on the maker, and liability remained with the principal.

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Issues: Whether, in determining liability on a promissory note executed by a person describing himself as an agent under power-of-attorney, the Court can look beyond the instrument to surrounding circumstances; and whether the maker signed the note in a representative capacity so as to exclude personal liability.

Analysis: The applicable rule under the Negotiable Instruments Act is that liability must be gathered from the instrument itself, read as a whole, once the authority of the agent is established. The Court held that surrounding circumstances not disclosed in the document cannot be used to add to or vary its effect. English authorities were distinguished on the ground that they turned on different statutory language and different drafting practices. Applying the Indian rule of construction, and giving due weight to the vernacular form in which such documents are commonly expressed, the words describing the executant as husband and agent under power-of-attorney were treated as indicating execution on behalf of the principal and not as a mere description.

Conclusion: The maker signed the promissory note as the agent of the principal, personal liability was not fastened on him, and the decree against the principal was restored in favour of the appellant.

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