McArthur v. Board

• Decision Date: 10 February 1903
• Citation: 93 N.W. 580,119 Iowa 562
• Parties: D. MCARTHUR et al., Appellants, v. W. H. BOARD et al., Appellees
• Court: Iowa Supreme Court

93 N.W. 580

119 Iowa 562

D. MCARTHUR et al., Appellants, v. W. H. BOARD et al., Appellees

Supreme Court of Iowa, Des Moines

February 10, 1903

Appeal from Cerro Gordo District Court.--HON. CLIFFORD P. SMITH Judge.

AFFIRMED.

Cliggitt Rule & Keeler for appellants.

Glass McConlogue & Witwer for appellees.

OPINION

WEAVER, J.

The plaintiffs' petition states a case in substance as follows: On the 28th of September, 1898, the plaintiffs and defendants, with others (thirty in all), entered into a written contract with McLaughlin Brothers for the purchase of a stallion, said contract being in the following words: "Mason City, Iowa September 24, 1898. Name of Stallion, Reseda, No. 2,074. McLaughlin Bros. agree to sell the above-named stallion for $ 3,000.00 to the undersigned subscribers, who, wishing to improve their stock, agree to pay McLaughlin Bros. $ 100.00 for each share in said stallion. Capital Stock, $ 3,000.00. No. shares, 30. Payments to be made cash, or one-third in one year, one-third in two years, and one-third in three years after July 1, 1899, secured by joint and several notes, with interest." Signed by McLaughlin Bros. and each of the purchasers above mentioned. On July 1, 1900, an installment of the purchase price of the stallion being due and payable, and defendants having failed to pay their share thereof, the plaintiffs paid the same, and now ask judgment against the defendants for the amount thus expended. To this petition, which was entitled in equity, a general demurrer was sustained, and, plaintiffs electing to stand upon their pleadings, judgment was rendered against them for costs, and they appeal.

The one question presented by this record is whether the thirty purchasers, in signing the contract, became jointly and severally liable for the entire purchase price, or whether their liability is several only, each being bound to pay the amount of one "share," or $ 100, and no more. The rule seems to be well established that, where several persons unite in the same covenant or undertaking without words indicating a severance of liability, they are jointly bound. Parsons, Contracts, (6th Ed.) 11; 1 Addison, Contracts, section 48; 1 Story, Contracts, section 33. The thing to be determined is the intent of the parties, and if, when read as a whole, with reference to the subject matter and the occupations of the parties it is reasonably clear that only a limited or several obligation was intended to be assumed by each individual obligor, the courts will recognize and give force and effect to such intention. Des Moines Cotton Mills Co. v. York Inv. Co., 92 Iowa 396, 60 N.W. 647; Landwerlen v. Wheeler, 106 Ind. 523 (5 N.E. 888); Ernst v. Bartle, 1 Johns. Cas. 319; Cornish v. West, 82 Minn. 107 (84 N.W. 750, 52 L.R.A. 355); Scraper Co. v. Locklin, 100 Mich. 339 (58 N.W. 1117); Gibbons v. Bente, 51 Minn. 499 (53 N.W. 756 22 L.R.A. 80); Gibbons v. Grinsel, 79 Wis. 365 (48 N.W. 255); Frost v. Williams, 2 S.D. 457 (50 N.W. 964; Bishop, Contracts, sections 382, 575; Beach, Contracts, sections 671, 674. This construction will often be given to contracts even where a literal interpretation of the words employed would seem to import a joint obligation. Ernst v. Bartle, supra; Landwerlen v. Wheeler, supra; Frost v. Williams, supra. "When parties engage in the performance of distinct and several duties, mere words of plurality, as, 'We bind ourselves,' will not make the contract joint. " Addison, Contracts (Morgan's Ed.) 86.

Individual cases depend so much upon the peculiar wording of the contracts under consideration and the peculiar circumstances and relations of the parties, that they are of limited value as precedents, and we think it unnecessary to go into any extended review of those which have been cited in argument. They are all in harmony with the proposition we have above stated that the intention of the parties, if it can be gathered from the language employed and the circumstances indicated by the contract as a whole, must be our guide in determining the extent of the liability thereby incurred. The language in the contract in suit is by no means as clear and explicit as could be desired, but it is not so obscure as to be unintelligible, especially when viewed with reference to the subject of the purchase, the relations of the parties, and the apparent purpose sought to be effected. We have, then, upon the one hand, a dealer with a horse of such character and value as to render it unsuitable for the individual ownership and use of the average farmer or stock raiser, yet one whose value to the neighborhood generally may be sufficient to justify a company of farmers or stock raisers in uniting to...