Ubbinga v. Farmers' Savings Bank

GraNger, J. 1 — I. The action is upon the following contract: “We agree to purchase from you four notes, of three hundred dollars each, made by Lewis Beldt and wife to you, and dated January 1st, 1897, the notes to be sold to us on the following dates: One February 1st, 1897; one July 1st, 1897; One November 1st, 1897; one December 1st, 1897,--said notes being secured by mortgage on real estate. Farmers’ Savings Bank, by O. C. Coliman, Gash.” The petition shows a breach of the contract by defendant in refusing to purchase the notes. It further shows a mistake in the execution of the contract, in that the agreement was that defendant was to pay for each note the amount of the face value thereof, and that such agreement was, by mistake, omitted from the written contract, and plaintiff asks that the contract be so reformed as to include such agreement, and a specific performance is asked. The answer is a denial, except as to the corporate character of the defendant bank, and contains a plea that the defendant is disqualified by law from assuming such an obligation. Most of the appellant’s argument is devoted to the sufficiency of the evidence tq w^rr^nt a reformation of the written contract, but we think 223 tbe question may be disregarded, because, under the terms of the contract as expressed, its undertaking was to pay the face value or amount of the notes. 'Each note expressed its value in dollars and cents, which is the measure of value, and was an obligation for the payment of .so many .dollars and cents. Had the notes been wrongfully converted, without evidence to change the presumption, the law would fix the damages,— which would be their value, — the amount or face value thereof. Latham v. Brown, 16 Iowa, 118; Sadler v. Bean, 37 Iowa, 439. That plaintiff understood he was to have the face value there is no doubt; and that defendant so understood, or, at least, should have so understood, there is no doubt. If the parties did not understand the agreement alike, it comes within the provisions of Code, section 4617. 2 II. The law as to savings banks provides that they shall not contract any debt except for deposits and the necessary expenses of managing and transacting their business, and it is urged that the obligation in question created a debt. Another provision of the same law expressly authorizes such a bank to “discount, purchase, sell and make loans on commercial paper, notes, bills of exchange, drafts or any other personal or public securities.” McClain’s Code, section 1796. It will be seen that the law authorizes the purchase of notes, and if the bank has that power, it must have the right to make the agreement therefor, and it seems to us that k would be an unwarranted construction of the law to say that such an agreement might not be executory. Such a power would seem very essential in the ordinary transaction of business. It may be doubtful if the word “debt” in the statute is intended to embrace more than an express obligation to pay money; but that we do not, and need not, decide. We arc clearly of the opinion that the statute authorizing the purchase of notes gives the right to make the contract in question. The judgment is