The Nw. Distilling Co. v. Brant

• Citation: 18 Am.Rep. 631,69 Ill. 658,1873 WL 8534
• Parties: THE NORTHWESTERN DISTILLING COMPANYv.DANIEL R. BRANT.
• Decision Date: 30 September 1873
• Court: Supreme Court of Illinois

69 Ill. 658

1873 WL 8534 (Ill.)

18 Am.Rep. 631

THE NORTHWESTERN DISTILLING COMPANY

v.DANIEL R. BRANT.

Supreme Court of Illinois.

September Term, 1873.

OPINION TEXT STARTS HERE

APPEAL from the Circuit Court of Cook county; the Hon. JOHN G. ROGERS, Judge, presiding.

Messrs. UPTON, BOUTELL & WATERMAN, for the appellant.

Messrs. BRANDT & HOFFMAN, for the appellee.

Mr. JUSTICE SHELDON delivered the opinion of the Court:

This was an action of covenant, brought by Brant against The Northwestern Distilling Company, to recover for not restoring certain premises in as good order as when it received them; the action being founded upon a lease commencing as follows: “This indenture, made this 17th day of April, A. D. 1869, between Daniel R. Brant, of the city of Chicago, party of the first part, and Edward F. Lawrence, president of the Northwestern Distilling Company, of the same place, party of the second part.” Throughout, the parties are mentioned as of the first or second part, and the pronouns he, his or him are everywhere used in referring to the party of the second part. The covenant to restore the premises in good condition, for the alleged breach of which the action is brought, is: “And the said party of the second part further covenants with the said party of the first part, that, at the expiration of the term, he will yield up the demised premises to the said party of the first part in as good condition as when the same were entered upon by the said party of the second part,” etc. It concludes, “In testimony whereof the said parties have hereunto set their hands and seals the day and year first above written,” and is signed and sealed:

+-----------------------------------+
                ¦D. R. BRANT,               ¦[SEAL.]¦
                +---------------------------+-------¦
                ¦NORTHWESTERN DISTILLING CO.¦[SEAL.]¦
                +-----------------------------------+
                

By Edward Lawrence, President.

The plaintiff recovered in the court below, and the defendant appealed.

The sole question presented by the record is, whether an action of covenant lies against the company on this lease. The whole argument for the appellant turns upon an assumption of fact, that the covenant was made by Lawrence, which we do not consider is well founded. And on that assumption, it is insisted, that it can not be shown, as has been done by the declaration and proof, that the company intended to make the covenant; that that can only be done upon an application to a court of equity to reform the contract. The only circumstance which raises any difficulty is, that in the commencement of the lease, Lawrence, president of the company, is described as the party of the second part, and the covenant is by “the said party of the second part.” The contract, as claimed, is one made by a corporation, which can act only by its agents; and it is apparent upon the face of the instrument, that Lawrence does not act individually, but as president of the company for the company.

Had he executed the instrument in his own name for the company, it would have been a good execution by the company. Wilks et al. v. Back, 2 East, 142; Mussey v. Scott, 7 Cush. 216. The conclusion of a lease, as well as its commencement, may be looked to for the description of the parties; the conclusion describes them to be those persons who have set their hands and seals to the instrument, and it is the signature and seal of the Northwestern Distilling Company...