Armstrong v. Andrews

109 Mich. 537 | Mich. | 1896

Grant, J.

(after stating the facts).

1. The court instructed the jury that the provision, ‘ ‘ payment to be a good and sufficient note, at 60 days, upon completion of work,” meant that such note was to be given at the completion of the work, payable in 60 days. The defendant contends that the giving of the note was a condition precedent to the performance of the contract. We think the court’was correct. The amount could not be determined until the contract was performed. • It could not, therefore, have been contemplated that the note was to be first given. It is quite evident, also, from a letter written by the defendant to the plaintiff, June 14th, that he did not then so understand it.

2. It is also claimed that the term ‘ ‘ good and sufficient ” is indefinite, and that for this reason the contract is void. The court instructed the jury that this term meant “such a note as he could get his money on, which could be readily discounted at some one or more of the reputable banks of the city where the parties, the maker and the indorser of the note, reside, and a bank which was doing a general discount business.” We think this instruction correct, and that the contract was not void for indefiniteness. Defendant’s counsel cite, in support of their contention, Thomas v. Greenwood, 69 Mich. 215. The terms of the offer in that case were “cash or approved notes.” In reply to the proposition, plaintiff wrote to ship the goods at once, and, “on receipt of invoice, will forward note due four months from March, 1886.” The defendants refused to ship the goods. The distinction between that case and this is apparent. There the note was to be given as a condition precedent to the delivery of the goods, and the amount was fixed. In this case, manifestly, the work was to be done before the note was to be given, and the amount could not be determined until it was done. It was there held the note was to be one that could be used the same as cash.

3. It is urged that this contract was not the contract of the defendant, but of the Grand Rapids Sidewalk Company, and that the court erred in not so holding, and in rejecting parol testimony tending to show that the defendant was an officer of that company, and that the contract was executed as the contract of the company. The plea was the general issue, and it is urged on behalf of the plaintiff that this defense cannot now be interposed, since the defendant did not deny the execution of the contract, under Rule 79. The obvious reply to this contention is that the declaration did not aver that the contract was in writing, nor set it out verbatim. The numerous authorities cited by the plaintiff do not, therefore, apply.

The authorities are not in harmony as to the effect to be given to a contract where one of the parties is described in the body of the contract as an agent, or signs it as an agent. The mere description of the party is of but little moment, where it clearly appears upon the face of the contract that the party intends to bind himself as principal. Such is the case of Landyskowski v. Lark, 108 Mich. 500. So, also, where it clearly appears that the contract is made for and on behalf of a principal, the agent will not be bound. The difficulty arises in the phraseology of the contracts which come before the courts for interpretation. The true rule is stated by Mechem to be:

‘ ‘ Where anything on the face of the paper suggests a doubt as to the party bound, or the character in which any of the signers has acted in affixing his name, testimony may be admitted between the original parties to show the true intent.” Mechem, Ag. § 442.

None of the authorities cited by the plaintiff involve a contract like the one before us. In the case of Matthews v. Jenkins, 80 Va. 463, the agreement is between “T. W. Matthews, Secretary of the Mutual Endowment Association,” and “S. T. Jenkins,” and recites that “Matthews agrees to pay said Jenkins $200 per month as a guaranteed salary as a general manager and agent of the southern department of said association, and all the commissions of the membership fee over and above 20 per cent.,” etc. This is signed “T. W. Matthews.” The question was raised on demurrer. It was held that the contract on its face was the individual contract of Matthews, and did not indicate an intention to do a mere ministerial act in giving effect and authenticity to the promise of another. It was there said: “In this case we have no parol evidence to aid us in the construction of the contract;” thus intimating that, upon a trial upon the merits, it would be competent to introduce parol evidence to show that it was in fact the contract of the association, and was so understood by the plaintiff. The contract in the present case consists of a letter or order and its acceptance. The order was not directed to the defendant, but to the sidewalk company. The sidewalk company attached its guaranty at the foot. This, clearly, indicated that it was the contract of the company. The use of the personal pronoun “I,” the signature of the defendant without any designation of agency, and the marginal provision, indicate a personal contract on the part of Andrews. We think this, clearly, a case for the admission of parol evidence to show whose contract it in fact was, and how it was understood by the parties. 1 Greenl. Ev. § 282; Keidan v. Winegar, 95 Mich. 430; Lacy v. Dubuque Lumber Co., 43 Iowa, 510.

Reversed, and new trial ordered.

Montgomery, Hooker, and Moore, JJ., concurred. Long, C. J., did not sit.