Western Wheeled Scraper Co. v. Stickleman

• Decision Date: 25 January 1904
• Citation: 98 N.W. 139,122 Iowa 396
• Parties: WESTERN WHEELED SCRAPER COMPANY v. J. M. STICKLEMAN AND JOSEPH LITSCH, Appellants
• Court: Iowa Supreme Court

98 N.W. 139

122 Iowa 396

WESTERN WHEELED SCRAPER COMPANY v. J. M. STICKLEMAN AND JOSEPH LITSCH, Appellants

Supreme Court of Iowa, Des Moines

January 25, 1904

Appeal from Taylor District Court.--HON. H. M. TOWNER, Judge.

ACTION on two promissory notes, each for $ 215. Defendants denied that the notes imported personal obligation of defendants and in a separate division of their answer alleged that the language of the notes had been adopted by the parties by mutual mistake as to its effect, and that their intention was that defendants should execute notes which should be binding only on Polk township, of Taylor county, of which the defendants were trustees at the time the notes were executed and the defendants asked that the notes be reformed to express the intention of the parties. The cause was transferred to the equity docket, and a trial was had resulting in judgment for plaintiff against defendants individually. Defendants appeal.

Reversed.

William E. Miller for appellants.

Flick & Jackson for appellee.

OPINION

McCLAIN, J.

It appears without controversy that the notes were in printed form, the blanks being filled in by the agent of the plaintiff, and sent to defendants for signature, and when signed were both substantially in the form following, the written words being here printed in italics:

"Polk Township, Taylor Co., Iowa.

"$ 215.00 6 10th, 1896.

"On or before two years after date we promise to pay to the Western Wheeled Scraper Co., or order at Citizens Bank of Bedford, Iowa Two Hundred fifteen and 00-100 Dollars with interest at 6 per cent, per annum, payable annually, for value received, and if action is commenced hereon, attorneys fees for collection.

"(Sign Officially)

"Trustees

J. M. Stickleman,

Joseph Litsch.

"Polk Township, "Taylor County "State of Iowa. Trustees of said Township,"

We think it doubtful whether these notes on the face import individual liability of the defendants. It is true that in several cases decided by this court, among which are Mathews v. Dubuque Mattress Co., 87 Iowa 246, 54 N.W. 225, and Revolving Wheeled Scraper Co. v. Tuttle, 61 Iowa 423, we have held that instruments similar to those now before us conclusively import personal liability of the signers, and that in an action at law the intention that the instrument should bind the corporation only, and not the officers, could not be inferred from the language of the instrument itself, nor shown by parol evidence. The court as now constituted would favor the conclusion reached by the dissenting judges in the Mathews Case, but the question need not now be further considered. See, however, Lacy v. Dubuque Lumber Co., 43 Iowa 510. This much is said to avoid any inference, which might otherwise be drawn, that the instruments now before us would be conclusive as to defendants' liability in an action at law.

On the issue as to reformation, we see no occasion to distinguish this case from those of Lee v. Percival, 85 Iowa 639, 52 N.W. 543; Hausbrandt v. Hofler, 117 Iowa 103, 90 N.W. 494; Stafford v. Fetters, 55 Iowa 484 8 N.W. 322, and others in which we have held that, although the language of the instrument imports personal obligation, it may be shown by parol evidence that the intention of the parties was to execute an instrument not binding on the signer personally, and that parol evidence is admissible to show that, although the language used was that which the parties intended, such language, did not express their true intention, and that the instrument should be reformed in order that the intention might be carried out. This is not a case where a party is insisting that he did not know what language was used in the instrument voluntarily executed by him, or where he claims he did not understand the legal import of the language which expressed the intention of the other party, and which he voluntarily assented to; but it is one of that class of cases w...