J. T. Mathews & Co. v. Dubuque Mattress Co.

Rothrock, J. The note upon which the action was brought was in these words: ‘‘$290.87. Chicago, III., March 15th, 1889. Ninety days after date, we promise to pay to the order of J. T. Matthews & Co. two hundred and ninety and eighty-seven one hundred dollars. Payable at the office of-the Dubuque Mattress Co., Dubuque, Iowa. Value received. Accepted March 21st, 1889. “Dubuque Mattress Co., “John Kapp, Pt.;; Defendant Kapp alone answered — that at the date and acceptance of the note he was the president of the [247] corporation, the Dubuque Mattress Company, and had full authority to sign notes and acceptances for said corporation in-its business; that the consideration for the note sued on was goods purchased from the plaintiff firm for the mattress company, and that the mattress company received the whole of the consideration for the note, which fact was known to the plaintiff; that the plaintiff knew when taking the note that it was signed by the appellant only to evidence the signature and bind the corporation, and that the appellant so intended. A demurrer to the answer was sustained, from which ruling this appeal is taken. The only question in the case is as to the admissibility of parol evidence to establish the facts set forth in the answer. This court has held in a large number of .cases that where the person signing a note adds thereto his name of office, either in full or by abbreviation, and there is nothing on the face of the instrument showing that he does not intend to be bound thereby, he is personally liable for the performance of the contract, because the name of' office is merely descriptive of the person. We need not cite the cases. They will be found in McClain’s Digest (volume. 1) under the title of ‘Agency. ’ ’ The latest expression of this court upon that subject will be found in the recent case of Lee v. Percival, 85 Iowa, 639. And this rule has the sanction of a large preponderance of adjudged cases. In Parsons on Contracts (volume 1, p. 57), it is said in reference to that question that “the case sometimes occurs where a person holding some office signs his name, addingt o it the name of his office, for the purpose of representing himself as an official agent, and preventing his personal liability; but this mere addition seldom has this effect, being usually regarded only as a word of description.” This rule is based upon the principle that the legal effect of the language used in the note or contract imports an obligation personally bind [248] ing upon the signer of the instrument. And in the eases of Heffner v. Brownell, 75 Iowa, 341, and McCandless v. Canning Co., 78 Iowa, 161, we held that parol evidence was not admissible to show that a party signing a note in that way did not intend to be personally liable thereon. These cases are decisive of the question presented in the case at bar, and must lead to an affirmance, unless we overrule decided cases. A majority of-the court are not able to discover any good reason'.-for so doing. An examination of adjudged cases will show, as claimed by counsel for the appellant, that there is authority for holding that extrinsic evidence is.admissible to explain the writing. On the other hand, there are many cases which hold that parol evidence is not admissible. An able text writer uses the following language in reference to this question: “To extract general principles from these cases whose conflict is so great as to amount, in the language of a recent case, Almost to anarchy,’ is manifestly difficult.” We do not deem it necessary to cite the cases which are in accord with the former rulings of this court. When it is conceded that the instrument construed alone is binding on the party, it appears to us that there is no law pertaining to ambiguous writings which will authorize a relaxation of the rule that a written contract can not be added to, altered, or changed by parol evidence; and the rule as recently announced by this court in Lee v. Percival, supra, renders it wholly unnecessary, to the protection of airy right of the signer of such an instrument, to overrule any case heretofore decided by this court. The note involved in Percival's case, is substantially the same as the note in the case at bar; and it is held that the party whose name was signed might by an appropriate pleading set up that the note was so signed by mutual mistake of the party, and demand a reformation of the instrument, and prove the mistake [249] by parol. It should be the aim of every court of last resort to build up a harmonious and consistent line of authority, and thus avoid confusion; and cases should be overruled only when there appears to be a necessity therefor, in order to protect the rights of the people, or to promote the proper administration of justice. When a party to such an instrument is by an authoritative decision of this court given the opportunity to reform the instrument by parol evidence, he should not be heard when he asserts the claim that former decisions of the court should be overruled, because there are cases in conflict with them, and because he can not be allowed to introduce parol evidence in an action at law, and under a merely defensive answer. It is claimed that because this note is made payable at the office of the Dubuque Mattress Company, and that the note contains the words, “Accepted March 21, 1889,” it renders the instrument ambiguous, so as to change the rule as to extrinsic evidence. We discover nothing in fixing the place of payment, or the use of the words of acceptance, to create any ambiguity which would affect the question as to the introduction of extrinsic evidence to contradict the legal effect of the instrument. The judgment of the district court is aeeiemed.