Wing v. Glick

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

9 N.W. 384

56 Iowa 473

WING v. GLICK ET AL

Supreme Court of Iowa, Des Moines

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 Clarke St., Chicago, Ill.

"DEAR SIR: Please deliver to W. H. Glick at his residence nine sets of national business and primary charts at $ 36.00 per set, $ 324.00, and we agree to pay for said goods on the first day of March, 1879, with interest at six per cent after due.

"I B. SOUTHWICK,

Sec'y School Board.

W. H GLICK,

Pres 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.

REVERSED.

W. I. Chamberlin and Herrick & Doxsee, for appellant.

J. W. Jamison, for appellees.

OPINION

ADAMS, CH. 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, a written instrument.

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 this 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 obligation, even where in the description of himself he fully sets out the corporation of which he is an officer. In Honeshill Mut. Fire Ins. Co. v. Newhall, 83 Mass 130, 1 Allen 130, the note upon which the action was brought was signed, "Cheever Newhall, President of the Dorchester Avenue R. R. Co." As the note contained no words in the body thereof purporting to bind the Dorchester Avenue R. R. Co., it was held to be the personal obligation...