| Iowa | Jan 16, 1906
$20,000. Mount Yernon, Iowa, February 15, 1898. For value received, we, William F. King and, Margaret M. King, husband and wife, residing at Mount Yernon, county of Linn, State of Iowa, being of full age and in the enjoyment of'our usual health, and in the full possession of our faculties, do hereby promise to pay to Cornell College at Mount Yernon, Iowa, within ten (10) years of the date hereof, the sum of twenty thousand dollars ($20,000). The said twenty thousand dollars, when paid, shall become a part of the permanent endowment of said college, and shall be added to the thirty thousand dollars ($30,000) already accepted from us by the trustees of the college, thereby making a permanent chair of fifty thousand dollars ($50.000) in1 memory of our daughter Lucy II. King, but the interest only thereof shall be devoted under the direction of the board of trustees of the college to the support of said chair in perpetuity. No suit or other proceedings of any kind for the*366 collection of such sum shall be brought or maintained in any court prior to the death of one of us, nor shall said sum, prior to the death of one of us, bear interest, whether matured or otherwise; but, in the event of the death of either one of us, said sum of twenty thousand dollars ($20,000) shall become due and payable by the survivor of us within one year after the death of the other. We further agree that in lieu of paying any stipulated rate of interest, while the said principal sum is in our hands, we hereby promise and agree that any and all donations that either of us may make to the college, after the date of this paper, and prior to the paying of the principal sum to the college as above, shall be regarded as a substitute for interest, which judging from the past will be a full equivalent for ordinary interest. This note is made for the purpose of assisting in providing proper endowment for Cornell College, and to aid in securing the means necessary to make valid and binding sundry subscriptions and donations which have been made upon condition that certain other sums be raised, in order that such conditional donations may become valid and binding. In full compliance with the above we do each in each other’s presence, sign our names hereto, this 15th day of February, 1898. Margaret M. King. William F. King.
This note was without money or property consideration; but on the strength thereof the college did enlarge its work and increased its obligations and responsibilities. Margaret M. King, wife of plaintiff, died in July of the year 1903, and since the happening of that event, and within the time specified in the note, plaintiff met and discharged his obligation according to its terms. If this instrument should be treated as a debt, which plaintiff is entitled to have deducted from his moneys and credits, the judgment of the trial court is right; otherwise it should be reversed. By section 1311 of the Code it is provided, in substance, that one may deduct from his moneys and credits the gross amount of all debts “ in good faith owing by him,” but that “ no acknowledgment of indebtedness not founded on actual consideration, and no acknowledgment made for the purpose of being so deducted shall be considered a debt.” It is also provided
Defendant contends that the instrument we have quoted is not founded upon an actual consideration, and that it was in fact given on account of an unpaid subscription to an institution or society known as “ Cornell College,” as an aid to its endowment fund. The instrument speaks for itself, and undoubtedly created a debt binding and enforceable against the makers thereof. Time of payment was postponed until one year after the death of one of the makers; and the object was declared to be to assist in the raising of a proper endowment, and also to make binding certain other and sundry conditional subscriptions. The rate of interest, was uncertain, but was estimated to be the equivalent of ordinary interest, although this was left to the discretion of the makers. There is no doubt that from the time of the execution and delivery of this instrument it became a binding and enforceable obligation according to its terms, and that it was based upon a sufficient consideration, to wit, the validating of other conditional subscriptions and donations. It was something more than a gratuitous subscription, which might be revoked at any time before it was acted upon. By its very terms it was made and accepted in order to make other donations and subscriptions valid; and in addition thereto it was acted upon by the college in increasing its obligations, etc. That these things constituted a full and valid consideration for the note is clearly established by authority. Waters v. Union Trust Co., 129 Mich. 610 (89 N.W., 687" court="Mich." date_filed="1902-03-18" href="https://app.midpage.ai/document/waters-v-union-trust-co-7941549?utm_source=webapp" opinion_id="7941549">89 N. W. Rep., 687); Amherst v. Cowils, 6 Pick. 433 (17 Am. Dec. 387); Lafayette County Monument Cory. v. Ryland, 80 Wis. 29" court="Wis." date_filed="1891-06-03" href="https://app.midpage.ai/document/la-fayette-county-monument-corp-v-ryland-8183726?utm_source=webapp" opinion_id="8183726">80 Wis. 29 (49 N. W. Rep. 157); Simpson Centenary College v. Bryan, 50 Iowa, 293" court="Iowa" date_filed="1878-12-13" href="https://app.midpage.ai/document/simpson-centenary-college-v-bryan-7098231?utm_source=webapp" opinion_id="7098231">50 Iowa, 293; Ft. Madison v. Donnell, 110 Iowa, 5" court="Iowa" date_filed="1899-12-14" href="https://app.midpage.ai/document/first-methodist-episcopal-church-v-donnell-7108903?utm_source=webapp" opinion_id="7108903">110 Iowa, 5; McDonald v. Gray, 11 Iowa, 508" court="Iowa" date_filed="1861-04-15" href="https://app.midpage.ai/document/mcdonald-v-gray-7092264?utm_source=webapp" opinion_id="7092264">11 Iowa, 508; Williams v. Dan
Should the present statute be construed to refer to a subscription to the capital- or capital stock of a corporation, company, institution, or society, or to a voluntary donation, gift, and subscription to it, without reference to any interest the donor may acquire therein? Taking the statutes together, it clearly appears that, when the clause first found place in the Code of 1851, it had reference to subscriptions to the capital stock’of corporations or, companies, or to the funds of a society or institution not incorporated, or to be incorporated for the purpose of launching it into business. No other construction is permissible of the entire clause as it appears in the Code of 1851. While this language has been changed somewhat in subsequent enactments, it is manifest not only from the reports of the commissioners having the matter in charge, but from the language of the subsequent codes, that no change was intended. If this be true, then the note in this case was not given as security or as a deposit on account of any unpaid subscription to any institution, society, corporation, or company. An unpaid subscription to an institution, society, corporation or company means primarily an unpaid subscription to or for its capital stock. The reason for the exception we are considering, we apprehend, was that as the subscriber expected to receive an equivalent to his subscription he should not be allowed to deduct the amount of1 his indebtedness therefor. If the clause we have quoted means subscription to the capital stock of a corporation or company, it must, of course, mean the same thing when applied to an institution or society. That it does refer to capital stock in the first instance is perfectly clear, when the history of the enactment is considered; and it is just as clear, taking the entire act into consideration, that it. does not refer to such an obligation as we have before us, which was not a deposit or security note given in aid of
The judgment of the trial court seems to be right, and it is affirmed.