Dist. Twp. of Walnut v. Rankin

29 N.W. 806, 70 Iowa 65

• Court: Supreme Court of Iowa
• Decided: October 27, 1886
• Status: Published

Opinion

Adams, Ch. J.

We cannot regard the pleadings in this case as presenting very well-formed issues; but we have concluded not to scan them very critically, but assume that they properly enough raise the questions which the counsel have presented in their arguments. The pleading demurred to shows that plai ntiff is a corporation organized under the laws of Iowa, and that the intervenor was its treasurer, required to give a bond for the faithful discharge of his duty; that the intervenor, while acting as treasurer, received large sums of money belonging to the .plaintiff, for which he failed to account; that for the ascertainment and determination of-the amount due the plaintiff' from the intervenor, the plaintiff and intervenor submitted the matter to arbitrators; that the arbitrators found the total amount due to be $959.08, and made their report to that effect; that, as a part of the agreement, the plaintiff was to release the intervenor’s bondsmen, and receive a certain amount in cash, and for the balance the notes of third persons as security; that the note in suit is one of the.notes delivered to the plaintiff as such security, and that the amount thereof is justly due the plaintiff. The intervenor, by his demurrer, raises the question as to the power of the plaintiff to submit to arbitration, and as to the validity of the award in case such power existed.

The question as to whether the plaintiff could make a valid agreement for the release of the bondsmen we do not regard as properly arising. If it should be conceded that they were not released, such fact would constitute no valid objection upon the note deposited as collateral. The plaint-1. public cor-pmvertcfsiib-tratiou••. trict. iff having elected to assume the burden of showing that there is something dud from the inter-venor, and to stake its claim against him upon the ffnding of the arbitrators, it appears that the only question is as to whether the arbitration can be sustained. The intervenor insists that it cannot, because the plaintiff’s-powers are only such as are given by statute,, and no express power is given to submit to arbitration. A corporation has, however, not only such powers as are expressly conferred, but such others as are reasonably incident to the exercise of tliose expressly conferred. The intervenor’s theory is that the plaintiff should be confined to its remedy by action. But the power which it is conceded that the plaintiff has to maintain an action does not appear to be expressly conferred. The plaintiff has express power to make settlement with its treasurer, and must be deemed,, by implication, to have power to enforce, hy action, both settlement and payment, if necessary. But an arbitration of differences is just as legitimate a mode of settlement as by action. Courts, indeed, are disposed to encourage settlements by arbitration. Zook v. Spray, 38 Iowa, 273. "We may add that such settlements seem to be peculiarly appropriate where arbitrators, possessing more or less of an expert character, can be called into requisition.

We presume that the intervenor would not deny that private corporations may submit to arbitration. But, in our opinion, the power may properly enough be exercised by public corporations also. It was held in Dix v. Town of Dummerston, 19 Vt., 262, that selectmen, having power to audit and allow claims, might submit to a reference. As having some bearing upon the same question, see, also, Inhabitants of Boston v. Brazer, 11 Mass., 447; Brady v. Mayor of Brooklyn, 1 Barb., 584.

The intervenor, however, claims that the award is invalid for the reason that it covers matters not embraced in the 2. aebitba-iimuecinyard agreement. agreement for submission. The matter sub mi t-ted, according to the agreement, was “themoney apegeq to p,e cpue anq owing by intervenor, as such treasurer, to the plaintiff.” The arbitrator’s report covers several years, including some for which there ought to have been a settlement already, and the intervenor asks us to presume that there had been. It being the duty of the district township board to make annual settlements, it is contended that we must presume that it was done. But, in our opinion, we should not be justified in going so far. It may be that money was “ alleged to be due ” for all the years covered by the award, and, if so, such money came expressly within the terms of the submission. If the intervenor contemplated a more limited inquiry, he should not have consented to so broad a submission.

But it is said that the award is void for uncertainty. The award, in respect to the amount due, is in these words:" “ (1) _. voidforun-certainty. We find the said J. D. Hillman deficient in the teachers’ fund $660.90; interest thereon, at six per cent) to December 15, 1883, $144.48. Wc find J. D. Hi11ma.il deficient in the contingent fund $143.24; interest on the same to December 15, 1883, $10.67. Total deficiency, with interest added, on all fund, $957.08.” The arbitrators might have made a more detailed statement of the account, but their finding is not open to the objection of uncertainty.

We think that the intervenor’s demurrer was rightly overruled.

AFFIRMED.