27 Iowa 330 | Iowa | 1869
In our judgment it did not. "The instrument sought to be reformed is as follows: “ Mem. of agrt. between Tufts & Colly and F. Larned, entered into this 18th day' of April, 1861. Tufts & Colly'agree to give F. Larned, net, $12,500 worth of goods, etc., selected from the stock of goods in the hands of I. G. Bullock, as the agent of Wardwell ifc Co., for which Larned agrees to give his home property, No., etc., in New York city, * * * and he further agrees to pay Tufts & Colly cash $750.
“TUFTS & COLLY,
“F. LABNED.”
The claim is that the goods sold belonged to Wardwell & Co. (composed of Wardwell and Tufts); that this firm was at the time closing its business ; that by oversight, mistake and inadvertence, the name of the new firm was signed instead of “Walter Tufts, in liquidation, as was intended;” of all which de
The burden of the issue is upon plaintiffs. This writing ought to be accepted as a full and correct expression of tbe contract of tbe parties until the contrary is established beyond fair or reasonable controversy ; and if the proofs are doubtful and unsatisfactory, or if the mistake is not plainly shown, equity will not interfere.
Now7, it will be remarked that plaintiffs’ names appear no less than three times in the body of the instrument, and that they sign the same without the least intimation ••that they are agents, or other than principals thereto. The goods are referred to as in the hands of Bullock, as tlie' agent of Ward well & Co., but these words possess no kind of significance, for there is no recitation fcftatThey belong to tbe firm so named. And even if this appéared, defendant had a right to contract, as by the terms of the contract he did, with plaintiffs, and hold them to their responsibility, and to their ability to respond for any breach of the contract. It is not reasonable that they would thus sign the agreement and so often write these as the contracting parties if they were really selling and agreeing for others. Under these circumstances we need hardly suggest that plaintiffs undertake a difficult task. Defendant expressly denies, under oath, in his answer, the whole ease made by the bill. In his testimony he is equally explicit, stating that he knew plaintiffs alone, contracted with them and with no other party. Plaintiffs’ testimony, and they have the burden, is made up largely of impressions, of what they intended to do, and how the mistake probably occurred.
Reversed