Wright v. Farmers Mutual Live-Stock Insurance

Deemer, J. 1 The contract upon which the action is predicated is as follows: “Chariton, Iowa, August 22d, 1893. The Farmers’ Mutual Live-Stock Insurance Association, of Des Moines, Iowa, hereby agrees to pay to George B. Wright, of Ohariton, Iowa, the sum of $300.00, also his two promissory notes, in compensation for loss of horse Highland Chief, given to said association as compensation for membership fees and dues. In consideration of this settlement, the said George B. Wright agrees to do and say anything he can in favor of said association, and to advance the interests of said association in any and all ways he can. Farmers’ Mutual Live-Stock Insurance Association, by S. W. Johnson, Secretary. Credit on the above $108.37, Nov. 25th, 1893.” This is clearly an absolute promise on the part of the appellant to pay the appellees three hundred dollars, without condition or qualification. It is claimed, however, that it should be considered in connection with the articles of incorporation and by-laws of the defendant company, and with the application made by the appellees for insurance, and that, when so construed, it merely fixes the amount for which appellees are entitled to have assessments made. The record, however, discloses no reason why this apparently complete and absolute promise should be so construed, and we can conceive of none. It was given in settlement of a loss sustained by plaintiffs while members of defendant company, and is an absolute promise to pay, without conditions or limitations. [362] 2 3 [361] ' II. Defendant also insists that the contract, if it be construed to be an absolute promise, was and is in ultra vires, because the secretary of the company had no authority to, make such a promise. To prove his want [362] of authority, defendant offered in evidence what purported to be some of the articles of incorporation and by-laws of the company. To these the plaintiff objected as incompetent. Thereupon the following record was made: “The Court: Unless there is some proof that these are the articles of incorporation, I do not think this is competent.. Received subject to objection.” No other record regarding this testimony was made,. except as it may be inferred from the final judgment entered, which was for the plaintiffs. As error must affirmatively appear, and as the presumptions are in favor of the action of the trial court, we must assume that the court did not consider these documents, for they were-clearly incompetent, unless identified. If defendant desired a more explicit ruling on the objection it should have been asked. Foster v. Hinson, 76 Iowa, 714 (39 N. W. Rep. 682); Hunt v. Higman, 70 Iowa, 406 (30 N. W. Rep. 769). But we think the judgment is justified because there is evidence from which the trial court may have found a ratification of the contract by the defendant, even if it be conceded that it was without authority. The defendant, in its answer, admitted that it had a copy of the contract in its possession, and that it not only did not disavow the same, but made payments to the plaintiffs after the contract was entered into. The judgment of the district court is clearly right, and it is affirmed.