Nichols v. Seale
Texas Court of Civil Appeals
493 S.W.2d 589 (1973)
Carl Nichols (defendant) signed a promissory note payable to Henry Seale (plaintiff), with his typed name appearing under the name of his business, The Fashion Beauty Salon, but without any designation identifying him as a corporate officer or agent, and the note's text began "I, we or either of us." Seale sued Nichols personally on the note and moved for summary judgment; Nichols responded with an affidavit stating he was president of Mr. Carls Fashion, Inc., which did business as The Fashion Beauty Salon, and that he had signed only in his representative capacity as the corporation's president. The trial court granted Seale summary judgment, and Nichols appealed.
Whether a promissory note that names a corporation's assumed business name, but does not otherwise indicate the signer acted in a representative rather than personal capacity, unambiguously imposes personal liability on the signer as a matter of law.