147 Iowa 18 | Iowa | 1910
The petition alleges no more than that on a given date defendant made and delivered to plaintiff his check on the Bank of Dana for $320, and that on
The facts, as developed by an examination of the record, are, substantially, as follows: The defendant visited the state of Wyoming, and there had some talk with the plaintiff concerning the purchase of a certain tract of land. The negotiations then had between them resulted in the signing and delivering by defendant to plaintiff of a written application or offer in the following form:
The Federal Land & Securities Company. Application for Land. I, the undersigned, hereby apply to purchase the N. E. quarter of section 27, township 13, range 61, county of Laramie, Wyoming, containing one hundred and sixty acres (subject to legal public roads and mineral rights as reserved by the Union Pacific Railroad Company), for which I agree to pay $2,000 as follows, $320 in cash, $160 March 1, 1909, and the 'balance to be paid on the crop payment plan. All deferred payments to draw interest from the date of this application, at the rate of six per cent, per annum, payable annually. Make papers in the name of J. W. Hatch, county of Greene, state of Iowa. Post office address, Dana, Iowa. July 30, 1908.*21 J. W. Hatch. This application is taken subject to approval of the board of directors of the Federal Land & Securities Company.
With this application he made and delivered to the plaintiff the cheek now in suit, and returned to his home in Iowa with the understanding between the parties that, if the offer was accepted, a formal written contract upon the proposed terms would be prepared by plaintiff and forwarded by mail to the bank at Dana, where it could be examined and executed by the defendant. It is the claim of plaintiff that the offer was in fact accepted immediately, and before defendant left Wyoming, but the evidence does not bear out the assertion. Thereafter plaintiff did prepare the draft or form of contract in alleged conformity with the proposed terms and forwarded it to the bank. Upon notice of such action, defendant visited the bank, examined the contract so tendered him, and refused to accept or execute it, and directed the bank to refuse payment of the check. This refusal was based upon the claim that the contract 'so demanded of him was not the one he had offered or proposed to make, but differed therefrom in many material respects. Whether this contention on defendant’s part is sustained by the record is the decisive question in the case. It will be observed that the application or offer to purchase is directed to the Federal Land & Securities Company, and the proposition is to purchase the land at the price of $2,000, of which $320 would be paid in advance, $1G0 on March 1, 1909, and the remainder on “the crop payment plan.” The paper prepared by the plaintiff as embodying its conception of the contract is a very elaborate affair, entering into a great variety of detail, and filling more than six printed pages of the record. It purports to be a contract between the defendant as purchaser, and one C. H. Ainley of California, as seller. The following are a few illustrative examples of the stipulations to which
other construction than that of a mere offer, and contains an express declaration by which it. was to be submitted to the approval of a “board of directors.” The plaintiff’s witness Beatty, one of its board of directors, undertakes to say in a general way that the application was “approved,” not by the board of directors, but by an executive committee of such board. Moreover, his statement to that effect is a mere conclusion; no fact from which the court could properly find an acceptance being shown.
Nor was there any notice to defendant of the alleged acceptance, unless we are to treat as such the plaintiff’s letters to him giving notice that the form of contract had been sent to the bank and demanding that he execute it and proceed with the purchase on the terms and conditions therein named, which terms and conditions plain
Without pursuing the discussion further, we have to say that we are satisfied that, under the conceded facts, plaintiff should not be permitted to recover upon the check, and that a cancellation of said instrument should have been decreed as prayed by the defendant.
The decree appealed from is therefore reversed. Decree accordingly may be entered in this court .within thirty