66 Iowa 617 | Iowa | 1885
Defendant is a corporation organized under the laws of "Kansas, and having its principal place of business at Leavenworth in that state, and is engaged in the business of life insurance. It also loans the money received by it as premiums on the risks carried by it. It had a general agent at Fort Dodge, who had charge of its business in this state. In August, 1876, this agent induced a number of citizens of
In November, 1876, one John Y. Trapp made application for a policy of insurance and a loan of $300, which he proposed to secure by a mortgage on the land in question. Dean received this application and forwarded it to defendant, and with it he sent an abstract of the title of the land, which was given by plaintiff, it being part of its business to furnish abstracts of title. Trapp’s application was accepted by defendant, and the loan was made to him, and a mortgage on the land was taken to secure the same. This mortgage was foreclosed in 1877, and the premises were sold on special execution, defendant being the purchaser, and in December, 1878, it obtained a sheriff’s deed therefor. Indorsed on the abstract of title given by plaintiff' at the time the loan was made, was the certificate of the county treasurer to the effect that there were no taxes due and unpaid upon the land at the
Defendant contends that, notwithstanding the fact that its business at Storm Lake was transacted by Dean, the secretary of the local board, he was not in fact its agent, but that whatever he did in the premises was done for plaintiff, who was the real agent; and that at the time the land was sold this relation continued, and it was then-under obligation, by virtue of the relation, to protect defendant’s interest in the land, and, consequently, its act in permitting it to be sold for the tax, without notifying defendant that it was delinquent, was such a fraud upon its rights as will defeat the title acquired by plaintiff under the sale. Or, if it be true that the agency had been terminated before the sale, so that plaintiff owed it no duty by virtue of the then existing relations of the parties, still, as plaintiff had, while acting as its agent, represented that the tax was not due and unpaid, and thereby induced it to accept the mortgage as security for the loan, it was its duty, growing out of the relation which had existed between the parties, when it discovered that the representation was not true, (which it did at the time of the sale,) to inform defendant of that fact; and that its acts of purchasing the land at the sale, and afterwards procuring a deed therefor, without giving defendant such notice, was a violation of duty and good faith, and for that reason it could acquire no title to the land under the purchase. It will be observed that defendant’s claim is based solely on the ground that the relation of principal and agent existed between it and plaintiff at the time of the tax sale, and that the purchase of the land by plaintiff was a violation of the rights and obligations arising out of the relation, or that that
The claim that plaintiff was the real agent in the transactions in question, and that D.ean was acting for it, we think is not established by the evidence. The relation of principal and agent can be created only by contract. The existence of the relation may be established by proof either of an express contract between the parties creating it, or of such a course of conduct by them as raises an inference or presumption that they have entered into it. The contracts of corporations are necessarily entered into by or through their officers or agents. It is not necessary in every case, in order to bind the corporation, to prove that its officers or agents expressly assumed to bind it by the contract, but a promise or undertaking by it will sometimes be implied in favor of one who has been led to deal with its officers or agents in the belief that they were representing it in the transaction. We ñnd no evidence in this record that any officer or agent of plaintiff ever assumed to bind it by any contract or arrangement of the character of that which defendant claims was entered into, or to make it a party to such contract or arrangement. And it is not proven that it is capable of entering into such contract, or of being bound by it. Nor is there any evidence that defendant or its officers supposed at any time during the course of the business that they were dealing with plaintiff. At no time during the course of the transactions did Dean assume to act in any other than his individual capacity. And there is no reason to believe that defendant or its officers understood that he was acting in any other capacity. All their correspondence was with him individually, and they addressed and treated him as the agent.
The judgment of the district court will<be
Reversed.