Schuling v. Ervin

Citation169 N.W. 686,185 Iowa 1
Decision Date14 December 1918
Docket NumberNo. 31356.,31356.
PartiesSCHULING v. ERVIN ET AL.
CourtIowa Supreme Court

OPINION TEXT STARTS HERE

Appeal from District Court, Polk County; Hubert Utterback, Judge.

The appellant claims to have loaned money to the appellees as individuals. The counter-contention is that these appellees signed as the agents of the Second Christian Church, and are not personally bound. The trial court adopted their view, and the plaintiff appeals. Reversed.

Weaver, J., dissenting.

George Harnagel, of Des Moines, for appellant.

Stewart & Hextel and S. F. Prouty, all of Des Moines, for appellees.

SALINGER, J.

[1][2] I. The signature to the promise to pay was in the following form:

Trustees of the Second Christian Church,

I. S. Ervin,

R. C. Moulton, Chairman,

M. L. Everett.”

Before considering what is the liability where one signs, say, John Smith, Trustee,” it may well be said to be doubtful whether the individual signatures make claim to a trustee relation to any one. Nothing indicates such a claim on part of Ervin, unless it may be inferred from mere juxtaposition--from the fact that his signature appears immediately following Trustees of the Second Christian Church.” In the line following the Ervin signature Moulton designates himself as “Chairman.” The signature of Ervin is as much in juxtaposition with that of Moulton as it is with the phrase Trustees of the Second Christian Church.” Moulton designates himself as “Chairman,” and the two facts make at least as much of an argument for holding that, though Moulton resorted to descriptive words, Ervin desired none, as the one fact of signing as close to the first line as to the Moulton line makes for claiming that Ervin designated himself as one of the trustees of said church.

Moulton uses the descriptive word “Chairman.” So doing is as much support for arguing that he intended no description other than “Chairman” as for the argument that one who finds the signature Trustees of the Second Christian Church in the first line, I. S. Ervin, without more, in the second line, and then signs himself and adds “Chairman,” intended to assert that he was a trustee of said church.

Everett is the last signer, and uses no words of description. Trustees of the Second Christian Church is the first line; I. S. Ervin, without any descriptive words, the second line; R. C. Moulton, with the descriptive word “Chairman,” the third line. Why is the fact that Everett signed last of all, without words of description, with these things preceding his signature, any evidence that he asserted himself to be one of the trustees of said church?

II. But this may all be passed as not controlling. And it may be assumed, for the sake of argument, that the signatures are, in effect, what they would be if they were in the following form:

Trustees of the Second Christian Church, I. S. Ervin, R. C. Moulton, Chairman, M. L. Everett.”

Will such signature avoid personal liability? It may be granted there is much judicial conflict on the question, but it is everywhere agreed that, if the signature had been what has just been assumed, the signers will be personally bound unless their signature is a sufficient indication of what principal the signers were acting for. Indeed, that is the effect of section 3060--a20, Code Supplement 1913.

It admits of grave doubt whether parol evidence is admissible to show that the signers intended to bind some principal not disclosed on the face of the instrument. We may pretermit citation of the many cases that raise this doubt, because it is probably true that such evidence will be admitted as between the original parties. See Megowan v. Peterson, 173 N. Y. 1, 65 N. E. 738. We think that the case states the law, if limited to such proof as stops short of varying by parol whatever is affirmatively expressed in the writing, and that it may not be carried to the point of, say, showing by parol that the disclosed principal was not the principal and that some one else was. Many other illustrations could be indulged in, but it is unnecessary. But, of course, such testimony accomplishes nothing unless it appear that the intent of the maker was in some manner made known to the payee before he parts with his money in reliance upon the paper. We shall speak later to whether plaintiff had actual notice that the individual signers were acting for a disclosed principal. Assume, for the present, she had no notice except what the face of the note imparted, and keeping in mind that if the signatures had been qualified by nothing but words such as “agent” or trustee the signers would be personally liable (see Stevenson v. Polk, 71 Iowa, 285, 32 N. W. 340, where the signature was J. S. Polk, Trustee,” and which case approves many that precede it, and in its turn has never been seriously challenged), and we have the question whether the signature at bar disclosed more than the equivalent of signing and adding descriptive words such as “Chairman” or Trustee or “Agent.” We have elsewhere assumed, for the sake of argument, that the signature is equivalent to “One of the Trustees of the Second Christian Church, I. S. Ervin, R. C. Moulton, Chairman, M. L. Everett.” Such qualifying words have more effect perhaps than the mere signing of one's name and adding some such word as Trustee.” Be that as it may, if any principal is disclosed by such signature is it “The Second Christian Church?” Does that of itself disclose who the principal is? Would not further inquiry be necessary before it would be known what principal is disclosed? Could plaintiff have maintained suit on this note by merely making “The Second Christian Church the defendant? If she had so impleaded, upon whom would she have served original notice without aid beyond the statement that the signer was “The Second Christian Church?

2a. As said, it is universally agreed that these signers were bound unless a principal was disclosed. Let us test whether there was sufficient disclosure by the case law.

In Schumacher v. Dolan, 154 Iowa, 207, 134 N. W. 624, Renihan, who followed his signature by “Pastor of St. Francis Church,” was held to have given a personal obligation. Why is “Pastor of St. Francis Church” less a disclosure of a principal than Trustees of the Second Christian Church?

In Heffner v. Brownell, 70 Iowa, 591, 31 N. W. 947, the signatures were--

“Independence Manufacturing Company.

B. I. Brownell, President.

D. B. Sanford, Secy.”

It was held this did not show Brownell signed as president of the Manufacturing Company, and was therefore personally bound. Why does not writing B. I. Brownell, President,” in the line next to “Independence Manufacturing Company,” prove Brownell signed as president of the company as much as signing I. S. Ervin without the designation “President” next to the line Trustees of the Second Christian Church? If signing as Brownell did does not claim he signed as president, why does signing as Ervin did make a claim he signed as one of the trustees? and so of Everett? Neither Ervin nor Everett had either the aid of a descriptive word like “President.” If signing B. I. Brownell, President,” in the line next to “Independence Manufacturing Company does not constitute a signing as president of that company, why does the signature R. C. Moulton, Chairman,” in the second line after Trustees of the Second Christian Church,” assert he signed as one of said trustees? The Heffner Case, in holding the signers personally, held, among other things, that “Independence Manufacturing Company was not a sufficient disclosure of a principal. Why is signing “Independence Manufacturing Company,” followed by B. I. Brownell, President, D. B. Sanford, Secretary,” not as much a disclosure of who the principal of Brownell and Sanford is as is a signature which is not the signature of a church at all, and which, as against “Independence Manufacturing Company,” is Trustees of the Second Christian Church?

III. Cases in our Reports that may be urged for the proposition that here was a sufficient disclosure of a principal have, on analysis, no application, because their examination discloses that in them there was a sufficient disclosure. For instance, in Baker v. Chambles, 4 G. Greene, 428, the promise was, We, the undersigned, Directors of School District No. 4, Montpelier Township,” promise to pay, followed by their individual names. In the same situation is Lyon v. Adamson, 7 Iowa, 510.

In Harvey v. Irvine, 11 Iowa, 82, the note read, We, or either of us, promise to pay * * * for value received of him, in behalf of School District No. 6,” and the signature was James M. Irvine, President, L. B. Bullock, Secretary, Conrad Dietz, Treasurer.”

In Wheelock v. Winslow, 15 Iowa, 464, the signature was, “For the Dubuque Times Company, Ferd S. Winslow, Treasurer.”

In Turner v. Potter, 56 Iowa, 250, 9 N. W. 208, it was, “Burlington & S. W. Railway Company, V. K. Moore, Assistant Treasurer.” Note, Moore does not sign as assistant treasurer of this railroad or as the representative of anything. The first signature is that of the corporation itself, and the description of Moore is a statement of who affixed the signature of the corporation. In the case at bar no signature of the church corporation appears.

In Bank v. Schultz, 167 Iowa, 136, 149 N. W. 99, the signature was “Glendell Dairy Company, by Henry O. Harstad, President; J. E. Schultz.” It is held that Schultz is personally bound because the evidence does not justify reforming the note to show that he signed for the Dairy Company.

The signature in Liebscher v. Kraus, 74 Wis. 387, 43 N. W. 166, 5 L. R. A. 496, 17 Am. St. Rep. 171, exhibits differences from the one at bar that have already been adverted to. It is “San Pedro Mining & Milling Company, F. Kraus, President.” Kraus was released, but it is again to be noted the signature is that of the corporation. The case would be a parallel one had the signature been, “President of the San Pedro Mining &...

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