164 Iowa 682 | Iowa | 1914
The affirmative answer of the defendant was voluminous and consisted of several amendments. The following quotation from the first amendment will be sufficient to indicate the general nature of the defense:
That prim* to April 29, 1909, one John Blumer and defendant and one Charles Schmidt, Sr., and one E. L. Schmidt were stockholders in the Schmidt Department Store, a corporation organized under the laws of Iowa, and that each of said four parties owned an equal amount of the stock of said corporation. That said corporation was engaged in the general mercantile business in Avoca, Iowa. That on or about April 29, 1909, the said corporation, by and with the consent of all the stockholders, traded their stock of goods and merchandise to one Johnson for three-quarter sections of land in the state of South Dakota. That the title to said land, by agreement of, all the stockholders, was taken in the name of this defendant as trustee for all the stockholders with the understanding that the same should be sold on the market, the accounts
The note sued on contained the clause “transferable to Fred Blumer only.” The trial court held that this clause opened the note to the defendant’s defense as against the plaintiff, as transferee thereof. Over appropriate objections, defendant introduced his own oral testimony tending to support the allegations of his affirmative answer. The substance of such testimony was that the note was not intended as a promise to pay but was intended only to evidence a tentative estimate of what would become due to the payee out of the proceeds of property of the Schmidt Department Store; that, in the light of subsequent events, nothing was due such payee; but that, on the contrary, he had been overpaid. It developed, however, upon the cross-examination of the defendant, that at the same time the note was executed a written contract was entered into between the parties to the note, and that the note was given in connection with such contract. Such contract, being identified by the defendant as a witness, was offered in evidence by plaintiff’s counsel. Such contract was as follows:
This contract made and entered into this 29th of July, 1910, by and between Charles Schmidt, Jr., party of the first
In the state of the record, therefore, the trial court properly gave effect to the terms of the note and the written contract in pursuance of which it was executed, and refused to give effect to oral evidence in contradiction thereof. It necessarily follows that the verdict was properly directed.
We reach the conclusion, therefore, that the order of the trial court must be — Affirmed.