Nutrena Mills, Inc. v. Earle

111 N.W.2d 491, 14 Wis. 2d 462, 94 A.L.R. 2d 686, 1961 Wisc. LEXIS 300

• Court: Wisconsin Supreme Court
• Decided: October 31, 1961
• Status: Published

Opinions

Martin, C. J.

The question is whether a person who signs a contract, but is not named in the body of it, is a party to the contract and bound by its terms.

In 17 C. J. S., Contracts, p. 803, sec. 346, it is stated:

“The signatures cannot alone be looked to for the purpose of determining who are the parties to a written contract; . . . while persons have been held liable as parties to the contract where they have signed their names thereto, although they are not elsewhere mentioned in it, in order that such a construction may be adopted it is necessary that the intention be apparent from the contract after the application of the accepted rules of construction. Also, it has been held or recognized that, where a third person merely annexes his name to a contract which in the body thereof does not mention him, and which is in itself a complete contract between other parties who sign it and are mentioned in it, such third person does not thereby become a party to the efficient and operative parts of the contract. Where a contract contains mutual and dependent stipulations between the original parties named in it, the fact that a third person signs it will not create an inference that he was a surety for, or joint promisor with, one rather than the other of the original parties, and he will not be regarded as bound thereby.”

Likewise, in 12 Am. Jur., Contracts, p. 552, sec. 61, it is stated:

“If a contract states distinctly that it is between two designated parties, the fact that another person’s name appears at the end of the contract with that of the parties does not make it his contract.”

See also 1 Page, Contracts (2d ed.), p. 105, sec. 79.

There is no question but that the contracts are complete contracts between the parties named therein, Nutrena and Roger Earle.

Under the rule stated in C. J. S., therefore, in order to hold the respondent liable it is necessary to apply the accepted rules of construction to determine whether that intention is apparent from the contracts themselves. Since respondent is not mentioned in the contracts and they are stated to be “by and between” Nutrena and Roger Earle as “Grower,” she is impliedly excluded from the class of “grower.”

It is true that effect should be given to the entire contracts, including the signatures. Although the printed word “Grower” preceding the signature of Roger C. Earle is in the singular, there are two signature blanks following “Grower” and par. 15 clearly contemplates a situation where there is more than one grower. The inference that respondent signed as a grower, however, is inconsistent with the introductory part of the contracts which impliedly excludes her as a grower.

In our opinion, the trial court placed upon the contracts the only construction which would give effect to all their parts without reaching an inconsistency, that is, that Althea Taylor Earle signed as a witness but placed her signature on the wrong side of the page. Not only is this the more-compelling inference, but it is clearly favored under the rule that contracts should be construed against the party who drew them, which in this case was Nutrena.

While there are no Wisconsin authorities stating the general rule quoted above, it has been applied in other jurisdictions. See Brown v. O'Byrne (1907), 153 Ala. 621, 45 So. 129; Shriner v. Craft (1909), 166 Ala. 146, 51 So. 884; Perlman v. Perlman (1913), 178 Ill. App. 382; Strange v. McCall (1932), 45 Ga. App. 718, 166 S. E. 33; Sun Oil Co. v. Oswell (1953), 258 Ala. 326, 62 So. (2d) 783. The reasoning of these cases is that when the body of a contract purports to set out the names of the parties to the contract, and a person not named therein signs the contract, and there is nothing to indicate that such person signed as a party, such person is not bound. Parol evidence will not be admitted to show that such person intended to become a party by signing because the contract is complete and unambiguous on its face and cannot be varied by parol.

There is nothing in these contracts to indicate that respondent intended to sign as a “grower” and it would be mere speculation to draw such an inference from the position of her signature alone. There are no allegations in the complaint regarding circumstances surrounding the execution which would present an ambiguity as to who the intended parties were to be. Nor is there anything in the nature of the contracts to present such an ambiguity. They appear to provide sufficient security for Nutrena and there is nothing to suggest that Nutrena would not have entered into the agreements unless respondent were a party to them.

By the Court. — Order affirmed. Appellant to have twenty days in which to plead over, if it so desires.