Abend v. West

Me. Justice Sample delivered the opinion of the Court. This case involves a construetion of the language of the indemnifying bond, on which the suit is based. The defendants agreed to pay to plaintiffs “ whatever amount they may lose on their stock, but not to exceed $5,000, in case loss accrue to them by reason of their said subscriptions.” The statement of facts shows the plaintiffs got back all they subscribed and paid for their stock and $1,600 in addition, as a dividend thereon, in excess' of the amount they had to pay on account of the Smith judgment; this payment the plaintiffs allege was a loss which they sought to recover by suit on the indemnity bond. The court properly held the law to be that, under the facts, the plaintiffs could not recover on the bond—that they had sustained no loss “ by reason of their said subscriptions.” The agreement of indemnity did not assure to the plaintiffs interest or dividends on the stock subscribed by them, but simply protected them against loss “in case loss accrued to them by reason of their said subscriptions.” The word “ loss ” as here used clearly refers to thé loss of principal or of money paid for the stock and not loss of dividends. This is made more evident by the concluding words of the bond, following those quoted in the statement of facts, viz.: “ And we do further obligate ourselves to i/ndernnify them and each of them from any loss they may sustain by reason of their said subscriptions, to the extent of five thousand dollars.” The bond itself does not refer to dividends or profits or to any agreement under which plaintiffs were to receive dividends or profits. Had the scheme not proven profitable, these plaintiffs would hardly contend that, under this bond, they could recover eight per cent dividends. It was never contemplated that it should cover such a liability. All that plaintiffs asked, evidently, when, on account of public spirit and pride in the success of a local enterprise, they consented to take $20,000 worth of stock, was that they should get all the money back they paid out. They were not asking or expecting to be guaranteed profits. There would be no public spirit manifested by such a request. They simply wanted to be assured they would suffer no loss of their principal. To this extent, and no further, were they secured by the bond in suit. Such obligations are not to be extended by implication beyond the extent plainly expressed in the bond. Young v. Mason, 3 Gilm. 55; Abrahams v. Jones, 20 Ill. App. 83, and cases there cited. The judgment is affirmed.