after stating the facts: The decision of this case must depend very much upon the form of the writing containing the agreement of Mr. Hicks with his creditors, and the mode of its signature by Mr. Kenan. We think that when thus considered, even, if necessary and permissible, in connection with the testimony of Mr. Bryan, it is quite conclusive that the defendant’s intestate did not sign the contract for himself as a principal, but for tfye Atlantic National Bank for whom he stood in the transaction. Mr. Kenan annexed to ■his signature the words “Representing the Atlantic National *343Bank,” and it would require extremely strong words in the body of tbe instrument to control the effect of that form of signature, and we do not think any such words are to be found there. The contract was intended to be a satisfaction of all notes, drafts and accounts, and at that time Mr. Kenan did not hold any claim against Mr. Hicks thus evidenced. He was endorser on Mr. Hick’s note to the Atlantic National Bank, and for this reason, we presume, he was in the meeting of creditors to represent the bank, and incidentally to protect his own interests. The fact that his name appears as one of the parties of the second part (Hicks being the party of the first part), can make no difference, and should not impose a liability on him which would not otherwise exist, especially as he was careful to use words, namely, ‘^Representing the Bank,” which plainly exclude the idea that he was acting for himself, and as the insertion of his name in the body of the agreement may have been purely accidental. At any rate we will not permit it to outweigh other parts of the instrument, which clearly manifest the intent.
When an agent acts within the scope of his authority, and professes to act in the name and behalf of his principal, he is not personally liable. This is the general and well settled rule. Where the question of agency in making a contract arises, there is a distinction between instruments under seal, and those not under seal, or by parol. In the former case it is held the contract must be in the name of the principal, and must purport to be his deed, and not the deed of the agent. In the latter case, the question is always one of intent, and the court, being untrammeled by any other consideration, is bound to give it effect. As the meaning of the law maker is the law, so the meaning of the contracting parties is the agreement. Words are merely the symbols they- employ to manifest their purpose, that it may be carried into execution. If the contract be unsealed and the meaning clear, it matters not how it is phrased, nor how it is signed, whether by the agent *344for tlie principal or witb the name of the principal by the agent, or otherwise. Whitney v. Wyman, 101 U. S., 392; Sun Pr. & P. Asso. v. Moore, 183 U. S., 642. In the last cited case, at page 648, it is said: “The intent developed is alone material, and when that is ascertained, it is conclusive. Where the principal is disclosed and the agent is known to be acting as such, the latter cannot be made personally liable unless he agreed to be so. Now, while Lord is referred to in the body of the first writing as an individual, he signed the agreement Tor the Sun Printing & Publishing Association.’ Clearly this was a disclosure of the principal, and an apt manner of expressing an intent to bind such principal.” The law as thus stated and applied, has been adopted by this court and commended as having been approved by the best authorities, and as containing in itself a just and true exposition of the principle, which should govern in such cases. Fowle v. Kerchner, 87 N. C., 49. Ruffin, J., for the court says in that case: “When the form of the instrument clearly indicates it to be done in behalf of another, the court must give it the construction that it is not the personal contract of the party signing the instrument, and no consideration respecting the plaintiff’s remedy against any other party, should prevail with the court to change the contract.” Rice v. Gore, 22 Pick., 158; McBreath v. Haldimand, 1 Term Rep., 172; Deslandes v. Gregory, 105 E. C. L. (2 El. & El.), 610; Lyon v. Williams, 5 Gray, 557. Fowle v. Kerchner is a very strong authority, for, in that case, if the defendants were not liable, then nobody was liable to the plaintiffs on the contract, and besides, the defendants signed the contract in their individual names. See also Hite v. Goodman, 21 N. C., 364; Potts v. Lazarus, 4 N. C., 180; Meadows v. Smith, 34 N. C., 18. The case of McCall v. Clayton, 44 N. C., 422, is much like our case and governs it in principle. We are constrained to think this is a case of agency and that the agency is disclosed upon the face of the contract. Such being the case, Mr. *345Kenan was not bound, by any of its terms. Tbis appears to us to be made perfectly clear, when we examine the paper in connection with the oral testimony introduced. Mr. Kenan was merely endorser of the note of the plaintiff to the bank. He was in that capacity interested, it is true, in having the bank debt paid or adjusted in some wTay, but there was no reason why he should become personally a party to the paper in order to accomplish this end. If the bank was paid, he was exonerated by operation of law. The bank, after it had received payment in full, could not, of course, recover of him what his principal, Mr. Hicks, did not then owe. The evidence shows that Mr. Kenan had to pay $2,000 on the note, and we do not think it can be successfully shown to have been the intention of the parties that the bank should be paid out of the proceeds derived from the sale of the molasses, and that Mr. Kenan should lose his right to a security lie held, for any payment he may have made on the debt to the bank. Mr. Kenan, as we have already said, did not hold any evidence of indebtedness against Mr. Hicks, of the kind described in the contract (Exhibit “B”). If he had paid anything on the note in the bank, his claim against Mr. Hicks was for money paid to his use. It was the intention to discharge the particular indebtedness described, and not any obligation of Mr. Hicks to his surety, which was secured by collateral. The general question as to the construction of such contracts and the liability of a party who has signed in a representative capacity, is fully discussed by Mr. Justice Connor, in the recent case of Leroy v. Jacobosky, 136 N. C., 443.
It is evident that Mr. Hicks was in very embarrassed circumstances, and was willing to surrender absolutely what he had already turned over to his creditors, provided he obtained a full acquittance from all further liability to them. The construction we have given to the agreement is in full harmony with this scheme, which the evidence shows to have been the one contemplated by the parties. It would not be just to *346tbe surety, if we should bold that be must give up a security held by him for bis indemnification, simply because bis principal bad received property wbicb may bave been sufficient to satisfy bis note, or to pay whatever sum was then due thereon, if the surety bad already incurred liability for, or paid any part of, tbe debt. It would require the plainest sort of language to convey any such idea, and there is no reason why we should so bold, unless tbe intention to that effect has been clearly expressed.
So far we bave confined ourselves to tire nature of tbe transaction as disclosed by tbe .contract, and to certain phases of tbe evidence, but it seems from tbe latter that Mr. Kenan himself thought there was an understanding at tbe time the contract was made, that ,he should beep tbe Blair account, and appply it to tbe debt, and for this reason be refused to surrender it and added, “If you get it, it will be by law suit.” He then said that he bad lost more than $2,000 by signing the note of Mr. Hicks to the bank. Besides, tbe evidence shows that the Blair account was not mentioned when Exhibit “B” was written and signed, and it was not considered in coming to tbe agreement embodied in that paper.
We think tbe court erred in overruling the motion to dismiss, even if the evidence be viewed most favorably for tbe plaintiff, wbicb is required to be done in testing the validity of a motion to nonsuit. Tbe other question, as to tbe competency of tbe oral testimony introduced by tbe plaintiff to show that tbe account against Blair was assigned as collateral security, need not be considered, as a ruling upon that question is rendered unnecessary by our decision of the case upon its full legal merits in favor of the defendant. It may be well, however, on that point to refer to tbe cases of McDowell v. Tate, 12 N. C., 249; Knott v. Whitfield, 99 N. C., 76; Vestal v. Wicker, 108 N. C., 21, and Terry v. Robbins, 128 N. C., 140, wbicb bear upon tbe question presented by tbe exception. Tbe case first cited is very much like ours in its *347facts. For the sake of the argument, we have treated the assignment as if it was a collateral security, and not a payment. There was error in the decision of the court, as above indicated.