Sparta Sch. TP. in Dearborn Cnty. v. Mendell

• Decision Date: 29 May 1894
• Citation: 138 Ind. 188,37 N.E. 604
• Parties: SPARTA SCHOOL TP. IN DEARBORN COUNTY v. MENDELL.
• Court: Indiana Supreme Court

138 Ind. 188

37 N.E. 604

SPARTA SCHOOL TP. IN DEARBORN COUNTY

v.MENDELL.

Supreme Court of Indiana.

May 29, 1894.

Appeal from circuit court, Dearborn county; A. C. Downey, Judge.

Action by Emma Mendell against Sparta school township in Dearborn county for damages for breach of contract. Judgment for plaintiff. Defendant appeals. Affirmed.

McMullen, Johnston & McMullen, for appellant. Roberts & Stapp, for appellee.

DAILEY, J.

This action was brought by the appellee, Emma Mendell, against the appellant to recover damages for the alleged breach of a written contract for teaching school in school district No. 1, in Sparta township, Dearborn county. The contract is dated August 2, 1890, and is signed by O. M. Loyd, then the trustee of Sparta civil township and of Sparta school township, and by the appellee as teacher. This contract purports to be, and is upon its face, the contract of Sparta civil township, not Sparta school township. Jackson Tp. v. Home Ins. Co., 54 Ind. 184;McLaughlin v. Shelby Tp., 52 Ind. 114. It begins: “Memorandum of agreement between O. M. Loyd, township trustee of Sparta township, Dearborn county, and state of Indiana, of the first part,” etc., and is signed, “O. M. Loyd, Township Trustee.” The original complaint only sought to recover damages for the alleged violation of this contract on the part of the defendant school township, but, upon demurrer to certain paragraphs of the answer, the court carried the demurrer back to the complaint, holding it to be bad. Thereupon the plaintiff was granted leave to amend, and filed her amended complaint, by which it is sought to reform the written contract by the correction of an alleged mistake therein, and to recover upon it, as reformed, for the alleged breach of its conditions.

The appellant has assigned four errors: (1) Overruling the demurrer to the complaint; (2) sustaining the demurrer to the second, third, and sixth paragraphs of answer; (3) overruling the demurrer to the second and third paragraphs of reply; (4) overruling the motion for a new trial. By Rev. St. 1881, § 4437 (Burns' Rev. St. 1894, § 5913), the township trustee of a civil township in this state is ex officio trustee of the school township. But the civil township and the school township are separate and distinct corporations. Id.; Carmichael v. Lawrence, 47 Ind. 554;McLaughlin v. Shelby Tp., 52 Ind. 114;Jackson Tp. v. Barnes, 55 Ind. 136;Greensboro Tp. v. Cook, 58 Ind. 139;Wingate v. Harrison Tp., 59 Ind. 520;Utica Tp. v. Miller, 62 Ind. 230;Harrison Tp. v. McGregor, 67 Ind. 380. The only power or authority of either to contract is the power conferred by statute. A school township has power to employ teachers, and to make valid contracts therefor. Jackson Tp. v. Barnes, supra; Greensboro Tp. v. Cook, supra. A civil township has no such power, and any such contract by a civil township is void. Harrison Tp. v. McGregor, 67 Ind. 380;Jackson Tp. v. Barnes, 55 Ind. 136;Greensboro Tp. v. Cook, 58 Ind. 139;Wingate v. Harrison Tp., 59 Ind. 520;Utica Tp. v. Miller, 62 Ind. 230;Harrison Tp. v. McGregor, 67 Ind. 380. A contract executed by one described therein as “trustee” of a township named is prima facie the contract of the civil township. Jackson Tp. v. Home Ins. Co., 54 Ind. 184. Such is the contract in this case. As we have seen in the body of the instrument, he is described as “township trustee of Sparta township, in Dearborn county,” etc., and it is signed, “O. M. Loyd, Township Trustee.” The only mistake alleged is that in the contract the words “township trustee of Sparta township” were written in the commencement of the contract, instead of the words “trustee for Sparta school township;” and the signature thereto by said trustee was written “O. M. Loyd, Township Trustee,” instead of “O. M. Loyd, Trustee Sparta School Township.” It seems from the nature of the agreement that the writing which was intended by the parties to evidence the contract was, in legal intendment and necessary construction, binding on the school township, yet, as it in form is in the name of the civil township, it was necessary, before the appellee could recover, that there should be a reformation on the ground of a mutual mistake. In view of the allegations of the amended complaint, it is an erroneous assumption to say that this action was on a written contract, independent of the reformation sought and awarded. As we understand it, the appellee seeks to reform and enforce a contract actually made according to the real stipulations which passed between the two contracting parties antecedent to the execution of the writing which, by their mutual mistake, inadvertence, and oversight, were defectively stated in the writing.

In 20 Am. & Eng. Enc. Law, p. 713, it is said: “When an agreement is made and reduced to writing, but, through mistake, inadvertence, or fraud, the writing fails to express correctly the contract really made, a court of equity will reform the instrument in conformity with the real intention of the parties.” In Waldo's Pollock on Contracts (Ed. 1885, side page 470, note S) is the following: “Where an instrument is drawn and executed which professes or is intended to carry into execution an agreement previously entered into, but which by mistake of the draughtsman, either as to fact or law, does not fulfill, or which violates the manifest intention of the parties to the agreement, equity will correct the mistake so as to produce a conformity of the instrument to the agreement.” In 2 Pom. Eq. Jur. § 845, p. 308, is this language: “If, on the other hand, after making an agreement, in the process of reducing it to a written form the instrument, by means of a mistake of law, fails to express the contract which the parties actually entered into, equity will interfere with the appropriate relief, either by way of defense to its enforcement, or by cancellation, or by reformation, to the same extent as if the failure of the writing to express the real contract was caused by a mutual mistake of fact. In this instance there is no mistake as to the legal import of the contract actually made, but the mistake of law prevents the real contract from being embodied in the written instrument. In short, if a written instrument fails to express the intention which the parties had in making the contract which it purports to contain, equity will grant its relief, affirmative or defensive, although the failure may have resulted from a mistake as to the legal meaning and operation of the terms or language employed in the writing.” The writing is not the whole and sole agreement. The stipulations between competent contracting parties constitute the contract, while the writing is only evidence of the agreement or coming together of minds. In Waldo's Pollock on Contracts, supra (side page 5, note D), we quote as follows: “It is submitted, however, as to all parol contracts of common-law origin, as distinguished from specialties and some contracts originating in the custom of merchants which have been distinguished as ‘mercantile specialties (2 Ames, Bills & N. 872), that, when put in writing, the writing is but evidence of the contract, which, in legal contemplation, is made orally.” The rules with reference to mutual mistakes, reformation of contracts, and showing by parol the capacity in which the parties contracted apply between corporations and individuals as well as between natural persons. That Sparta school township has the power, under section 4437 (section 5913), supra, to enter into contracts for the employment of teachers, is a plain proposition that cannot be questioned. That in making such a contract the school township, and not the trustee, is the contracting party is not open for dispute. The allegations of the complaint show that such corporation (Sparta school township), through its agent, the trustee, made a valid contract with the appellee to teach school. This contract, so actually and really made, was not void, not ultra vires, against public policy, or contaminated with any infirmity whatever; and there was, therefore, no valid reason why it should not have been evidenced by a writing in due form, so executed as to effectually state its terms. So long, therefore, as the reformation sought is no more than to make the writing state the actual contract, there is no reason why it should be exempted from the general rule. From the averments in the amended complaint, the mistake claimed is that the common agent of the two corporation principles, by mistake of both parties, substituted in the body of the writing the wrong principal,-that is, the one which had made no contract whatever,-and in like manner, by such mistake in the execution of the contract, signed himself as the agent of the wrong principal, instead of the principal which had made the contract. Courts cannot ignore the distinction between the actual contract and a defective and insufficient writing, which, without reformation, is no evidence of anything that was actually made or could have been made. In this case there is no effort to substitute one contracting party for another. It proceeds upon the theory that the school township was the real contracting party with the appellee, but, by mutual mistake, the trustee inserted the wrong description of his principal in the body of the instrument, and appended the wrong designation of his office to his signature. This should be open to the same correction as any other part of the writing. It is not a case where the wrong man has affixed a signature to the contract, but how he designates in the writing and in...