85 Iowa 639 | Iowa | 1892
The following is a copy of the note in suit:
“$350.00. Adel, January 6, 1888.
“Sis months after date, for value received, we promise to pay to Lee & Jamieson or order three hun*640 dred and fifty dollars, at Adel, Iowa, with interest from date, at eight per cent, per annum, payable annually; and we further promise to pay a reasonable attorney’s fee if suit is instituted on this note, and agree that justice of the peace may have jurisdiction to enter judgment on this note, not exceeding three hundred dollars.
‘ ‘Heendon Natueal GIas and Land Company.
“F. A. Peecival, President.
“Alex. Hastie, Secretary.”
When it was given, the defendant, F. A. Percival, was president, and his codefendant, Alex. Hastie, was secretary of the Herndon Natural Gras & Land Company. It was given to pay for the finishing of the third story of an hotel which the company had built at Hern-don. The defendants allege that, if it was so signed that it is not the obligation of the company only, the manner of signing it was the result of a mutual mistake of the defendants and plaintiffs, and ask that it be re-formed and made to express the true contract of the parties. The district court found the claim of the defendants to be well founded, and granted them the relief asked.
I. It is clearly shown that the note was given for the exclusive benefit of the company; that nothing
It is said by the appellants that the defendants are personally liable by their signature, and that parol evidence is not admissible to show that' they intended to bind the company only. It is well settled in this state that a signature like those in question renders the signer individually liable, the addition of words denoting an official title being deemed a mere description of the person. McCandless v. Canning Co., 78 Iowa, 161; Heffner v. Brownell, 70 Iowa, 591, 75 Iowa, 343; Wing v. Glick, 56 Iowa, 473; Day v. Ramsdell, 52 N. W. Rep. 208; and Water Power Co. v. Ramsdell, 52 N. W. Rep. 209. It is also the rule that parol evidence is not admissible to show that such a signature was designed to bind the corporation of which the person signing was an officer; but that has no application to actions in equity, where the signature is alleged to be the result of a mistake, the correction of which is asked. Where such a mistake as a court of equity will correct is shown, the ordinary rules of practice in such courts will apply. It is said, however, that the mistake, if any, in this case, was one of law, which a court of equity will not correct. It may be conceded that the defendants signed the note as they intended to sign it, and that they were mistaken only as to the legal effect of the form of signature they adopted. But it is not true that courts of equity will not relieve against any mistake of law. On the contrary, it is well settled that such mistakes in the use of words to express a contract previously made maybe corrected. “Where an instrument is drawn and executed which professes or is intended to carry into execution an agreement previously entered into, but which, by mistake of the
II. It is said that the defendants have failed to show that they were officers of an incorporated com-
We conclude that the decree of the district court is warranted by the law and supported by the facts. It is, therefore, affirmed.