Wing v. Glick

• Decision Date: 20 June 1881
• Citation: 56 Iowa 473,9 N.W. 384
• Parties: WING v. GLICK AND OTHERS.
• Court: Iowa Supreme Court

56 Iowa 473

9 N.W. 384

WING

v.GLICK AND OTHERS.

Supreme Court of Iowa.

Filed June 20, 1881.

Appeal from Jones district court.

This action was brought to recover of the defendants, W. H. Glick and I. B. Southwick, as makers of a contract, which is in these words:

“STATE OF IOWA, COUNTY OF JONES, TOWNSHIP OF HALE.

Mr. S. J. Wing, 132 South Clark Street, Chicago, Illinois--DEAR SIR: Please deliver to W. H. Glick, at his residence, nine sets of national business and primary charts, at $36 per set--$324; and we agree to pay for said goods on the first day of March, 1879, with interest at 6 per cent. after due.

+--------------------------------------------+
                ¦I. B. SOUTHWICK,   ¦W. H. GLICK,            ¦
                +-------------------+------------------------¦
                ¦Sec'y School Board.¦President School Board.”¦
                +--------------------------------------------+
                

The defendants, for answer, do not deny the execution of the contract, but they say that the same was not executed as their contract, but the contract of the district township of Hale. There was a trial by jury, and a verdict and judgment were rendered for the defendants. The plaintiff appeals.W. I. Chamberlin and Herrick & Doxsee, for appellant.

J. W. Jamison, for appellees.

ADAMS, C. J.

The defendants were allowed to show by parol evidence that the contract was executed as the contract of the district township of Hale. The plaintiff insists that the court erred in allowing such evidence, because the effect was to add to the terms and change the effect of the written contract. It will be observed that the district township of Hale is not mentioned in the contract, nor are any words, letters, or abbreviations used with the design of indicating such district township. Most clearly such district township cannot be said to be a party to the contract so far as its terms are concerned. It follows that unless the contract can be held to be the contract of the defendants, it is the contract of no one. But we are not allowed to so construe a contract as to deprive it of all force, if it is susceptible of any other reasonable construction. If the defendants had not appended to their signatures a description of themselves, it would have been abundantly evident that they intended to assume a personal obligation. The language of their contract is, “We agree to pay,” etc. But the description alone will not enable them to evade the obligation. It is well settled that where a person in executing a contract describes himself as agent without disclosing his principal, the contract becomes the personal obligation of the maker and no one else. Kenyon v. Williams, 19 Ind. 44.

The case before us is not essentially different. The defendants describe themselves as officers, but the contract neither shows nor indicates the corporation of which they are officers. Some authorities have gone so far as to hold that the officer incurs a personal...