99 Minn. 214 | Minn. | 1906
Appeal from an order overruling a general demurrer to each of two causes of action stated in the complaint. The pleading, with the exhibits which are made a part thereof, is quite long; but a brief summary will enable us to understand the issues presented by the demurrer:
For a first cause of action it is alleged: That on or about February 14, 1901, the respondents, as copartners, entered into a written agreement with the Northwestern Fife & Savings Company, an Iowa corporation, hereinafter called the “Iowa Company,” under which they became its general agents in certain territory in the state of Minnesota, for the purpose of carrying on the business of said company in respect to the solicitation and procuring of contracts of life insurance. This contract secured to the respondents, as commission, a percentage of the first annual premium or part thereof when paid to the company in cash on each and every policy procured through their agency. On August 23, 1901, a new contract was made between the parties, which embodied the terms of the original contract, and in addition contained a stipulation by which the company agreed to pay the respondents a commission during the continuance of the agency, based upon a percentage of each and every renewal premium paid the company on certain designated policies, and a further stipulation extending the exclusive territory of respondents so as to cover and embrace the entire states of Minnesota and North Dakota. On the execution of the original .contract, the respondents forthwith entered upon the performance of their duties thereunder, and continued under the original and subsequent contracts to act as the general agents of the Iowa Company until the unlawful termination of said employment by the Iowa Company on August 23, 1903. On the last-mentioned date, while the contracts were in full force and effect, and respondents were engaged in the performance of their duties thereunder, the Iowa Company wholly ceased and abandoned
For a second cause of action it is alleged: That on March 1, 1902, a third contract was entered into between the plaintiffs and the Iowa Company by the terms of which respondents’ agency was employed to solicit applications for a so-called “weekly investment contract” within the state of Minnesota, and that under said contract the plaintiffs were to receive as compensation a commission of seventy per cent, on each and every first annual premium or part thereof when paid the company in cash. That on or about March 1, 1903, the company, through the instrumentality of plaintiffs, made a contract with the firm of Armstrong & Mohr under which the latter assumed the agency of the Iowa Company in connection with the development of its “weekly instalment contract” business, and in consideration, among other things, of the services of the respondents in procuring this contract, the Iowa Company agreed to pay plaintiffs as commissions on any and all business secured on the solicitation of said Armstrong & Mohr a commission of ten per cent, on each and every weekly instalment paid on each and all of said contracts beginning with the nineteenth week, and continuing for thirty three weeks on all first-year premiums and said premiums should be actually paid to the Iowa Company in cash. That immediately upon entering into the contract
The appellant contends that the complaint fails to state a cause of action, because under the contract between the respondents and the Iowa Company the liability of.the company was contingent, and the complaint does not allege that the contingency would have happened but for the alleged wrongful act of the company. In other words, it is claimed that the complaint does not comply with the rule which requires the pleader to show that the contingency has happened, or that it was prevented from happening solely by the act of the other party. The various questions argued are involved in the determination of two questions:
1. Does the complaint state a cause of action against the Iowa Company? And if so:
2. Is the Minnesota Company responsible therefor under the terms of its assumption of the contract?
Both these questions require an affirmative answer.
We do not feel called upon to consider all the questions which are raised and argued upon the demurrer. The proper measure of damage cannot now be determined. The question does not arise upon the demurrer. It has never been before the trial court. Two causes of action are alleged, and both aver facts which entitle the plaintiffs to recover damages to some extent. The Iowa Company voluntarily' placed it out of its power to continue the business, and fulfil its obligations to its policy holders. Before the transfer of its business and assets, the obligations represented by the premiums notes were absolute, and presumably the notes were collectible. After the transfer the makers of the notes could not be compelled to pay. Neither the Iowa Company nor the appellant could enforce payment if the makers
The defendant company assumed and agreed to pay “all valid outstanding contractual liabilities” of the Iowa Company. The appellant’s contention is that the assumption was limited to such liabilities .as were then overdue and unpaid. We think this is placing too narrow and restricted a construction upon the language. Liability, in a legal sense, is the state or condition of one who is under obligation to do at once or at some future time something which may be enforced by action. White v. Green, 105 Iowa, 176, 181, 74 N. W. 928; Pittsburgh v. Clarke, 29 Pa. St. 146. In its broadest sense, the word indicates responsibility for torts as well as for breach of contract. Miller v. Kern, 134 Cal. 586, 66 Pac. 856. At the time when the .appellant purchased the business of the Iowa Company, the latter was in contract relations with the respondents. The contract imposed certain mutual obligations, and it must have been the intention of the appellant to assume such obligations. This included the liabilities which resulted from the breach of the contract, by the execution and consummation of the contract by which the appellant took over the business and property of the Iowa Company. When the contract between the two companies was consummated the liability of the Iowa Company for the damages thereby resulting to the respondents was complete. This liability was not contingent; it was .absolute. As already stated, the amount of the damages which the
The facts pleaded for a second cause of action entitle the plaintiffs to recover at least the commissions due at the date of the transfer.
The order is affirmed.