Wing v. Glick

9 N.W. 384, 56 Iowa 473

• Court: Supreme Court of Iowa
• Decided: June 20, 1881
• Status: Published

Opinion

Adams, Ch. J.

x. contract : madsbyoftiatfo?if-0per-or' sonai liability The defendants were allowed to show by parol evidence that the contract was executed as the contract of the District Township of Hale. The plaintiff _ x insisfs that the court erred in allowing such evi¿611(36) because the effect was to add to the terms, and change the effect of, a written instrument.

■ It will be'observed that the District Township of Hale is not mentioned in the contract, nor are any words, letters or abbreviations used with the design of indicating such district township. Most clearly such district 'township cannot be said to be a party to the contract so far as its terms are conceimed. . It follows that unless the contract can be held to be the contract of the defendants it is the contract of no one. But we are not allowed to so construe a contract as to deprive it of all force if it is susceptible of any other reasonable construction.

If the defendants had not appended to their si gnatures a desci’iption of themselves it would have been abundantly evident that they intended to assume a personal obligation. The 'language of this contract is “ we agree to pay,” etc. But the desci’iption alone will not enable them to evade the obligation. It is well settled that where a person in executing a contract describes himself as agent without disclosing his principal the contract' becomes the personal obligation of the maker and no one else. Kenyon v. Williams, 19 Ind., 44. The case before us is not essentially different. The defendants describe themselves as officers, but the contract neither shows nor indicates the corporation of which they are officers. Some authorities have gone so far as to hold that the officer incurs a personal obligation, even where in the description of •himself he fully sets out the corporation of which he is an officer. In Honeshill Mut. Fire Ins. Co. v. Newhall, 1 Alien, 130, the note upon which the action was brought wa's sighed, “ Cheever Newhall, President of the Dorchester Avenue E. E. Go.” As the note contained no words in the body thereof purporting to bind the Dorchester Avenue E. E. Go., dt was held to be the personal obligation of the maker. The same rule was held in Fiske v. Eldridge, 12 Gray, 476, where the note was signed “John S. Eldridge, Trustee of Sullivan E. E.;” and in Sturdivant v. Hall, 59 Me., 172, where the maker described himself as “ Treasurer of St. Paul Parish;” and in Barker v. Mechanics’ Fire Ins. Co., 3 Wend., 94, where the maker described himself-as “ President of the • Mechanic’s Fire Ins. Go.;” and in Powers v. Briggs, 79 Ill., 493, where the makers described themselves as “trustees of” •a specified church; and Moss v. Livingston, 4 Comst., 208, where ah acceptor described himself as “Presidént of Eosen- , dale Manufacturing Company.” See also Hayes v. Crutcher, 54 Ind., 260, and Gregory v. Ligh, 33 Texas, 813.

The defendants rely upon Lacy v. Dubuque Lumber Company, 43 Iowa, 510. Whether that case can be reconciled with thé cases above cited we need not determine. Conceding that it holds a very different rule it is not authority for the defendants. ' The note in that case, it was held, appeared upon its face to be the obligation of the defendant corpora- - tion, at least with an explanation of abbreviations used.

In our opinion the defendants in the case at bar in executing the contract assumed a personal obligation, and it was not propei’, we think, to allow them to show by parol that such was not in fact the understanding.

Reversed.