Fred Miller Brewing Co. v. De France

• Decision Date: 06 February 1894
• Citation: 90 Iowa 395,57 N.W. 959
• Parties: FRED MILLER BREWING CO. v. DE FRANCE.
• Court: Iowa Supreme Court

90 Iowa 395

57 N.W. 959

FRED MILLER BREWING CO.

v.DE FRANCE.

Supreme Court of Iowa.

Feb. 6, 1894.

Appeal from district court, Polk county; W. F. Conrad, Judge.

This action is to recover the contract price of beer alleged to have been sold by the plaintiff, as a corporation, under the laws of Wisconsin, to the defendant, and delivered at Milwaukee, Wis., for shipment to Des Moines, Iowa, for sale in original packages. There was a denial, and a counterclaim for money paid to plaintiff for beer sold to defendant in violation of the laws of Iowa. There was a verdict and judgment for the plaintiff, and the defendant appealed. Affirmed.Cole, McVey & Cheshire, for appellant.

Read & Read, for appellee.

GRANGER, C. J.

1. E. G. Miller's testimony is by deposition, and to an interrogatory he answered as follows: “ There was no particular agreement, other than it was understood between Chas. De France and myself, acting for the company, that the beer was to be handled by him strictly in accordance with the laws of Iowa, under the so-called ‘Original Package Decision,’ and that he should handle it strictly in the packages in which it was delivered to him, and that he should in no manner violate any laws governing the sale of intoxicating liquors in this state. I distinctly stated to him that our company did not want to have any trouble, and did not want to furnish beer to anybody who would be getting into trouble, and that we should deliver the beer to him on board the cars at Milwaukee. I stated to him that he must not sell by the bottle, but only by cases and kegs. He stated to me, at that time, that he had a good business, and that he would sell the beer in the packages in which he received it. This is the substance of what was said by both of us, as near as I can now recall.” There was an objection to the italicized portion of the answer, to the overruling of which the appellant complains. The complaint is that the answer states an “unwarranted conclusion,” and not the facts within the knowledge of the witness. The statement as to the understanding is immediately followed by a statement of what was said by both parties, from which the understanding was deduced. The conversation admits of no other understanding than that expressed. Had the latter part of the answer alone been given, the effect, with the jury, must have been the same. Under such circumstances, there could have been no prejudice. It is a statement of a conclusion from facts that are in evidence. The question is somewhat like that in Hoadley v. Hammond, 63 Iowa, 599, 19 N. W. 794.

2. The following is Exhibit D to the deposition of E. G. Miller: “Milwaukee, May 7, 1890. Agreement between Chas. De France and Fred Miller Brewing Company. We, the Fred Miller Brewing Company, of Milwaukee, Wisconsin, do hereby appoint Mr. Chas. De France our sole agent for Des Moines, Iowa, to handle our goods in the original packages only. Fred Miller Brewing Company. By Fred A. Miller, Secretary.” The following is part of an answer to an interrogatory by the witness: “Exhibit D was given defendant by plaintiff, and has no relation to contract dated May 10th, other than to secure to defendant the exclusive right to handle our beer at Des Moines. It was simply an undertaking on the part of plaintiff not to sell beer to any other person at Des Moines who would sell in competition to defendant.” The court overruled an objection to the answer as stating a conclusion as to the intentions of the persons. The offer of the testimony by the plaintiff was on rebuttal. The defendant had before put the same in evidence, and the mere fact that it was placed there a second time would not constitute error.

3. The same witness testified that the plaintiff, in selling the beer, did not intend to furnish it to be sold in violation of the laws of Iowa. He said: “I instructed defendant to sell all liquors in accordance with the laws of Iowa. I know that no other officers of plaintiff, nor any of its authorized agents, instructed him otherwise. * * * I deny that the contract dated May 10, 1890, was made by plaintiff with the intent to enable the defendant to violate the laws or statutes of Iowa for the suppression of intemperance.” The court refused to exclude this evidence, with other of like import, indicating the intent of the officers of the corporation, of which action complaint is made. It is conceded that the agents who acted in making the sales could testify as to their own intent, but the complaint is that they could not testify as to the intent of others. It is undoubtedly true that one person cannot understand the mental processes and conclusions of another, so as to know with what intent or purpose he acts, and likely, under many circumstances, as a witness, he would not be permitted to state as a fact, or as an opinion, such a conclusion. It is, however, true that persons who act for corporations may have such knowledge of its intentions and purposes as to be able to testify in regard to them in matters wherein such corporate intent becomes a subject of legal inquiry. Corporations can only act through agents, and it is not doubted but that intentions are as much an element in fixing their legal rights and liabilities as in cases of natural persons. If, then, in a matter wherein its intentions are important, it delegates to an agent power to act, defining to the agent its purpose, can it be said that such agent has not such knowledge of the intent of the corporation as to be competent to give evidence of it? It is difficult to imagine a case in which the intent of the agent, if responsive to his instructions and authority, would not be that of the corporation. In a very significant sense it may be said, where the agent observes his authority,...