“Basis for the proposed agreement between Henry Wallace on the one part and James M. Pierce and Samuel F. Stewart on the other part for the sale by said Wallace to said Pierce and Stewart, of the entire interest of said Wallace in the Homestead Company and the Pierce-Wallace Publishing Company and the corporations connected therewith, and the undivided half of the real estate owned jointly by the said Pierce and Wallace, and for the settlement of all matters of controversy, whether suit has been brought on same or not, which have in any wise, directly or indirectly, grown out of or been caused by the differences between said Wallace and the Homestead Co., the Pierce-Wallace Publishing Co., and the officers and stockholders of said companies. * * * Fourth. All claims of every kind and character whatsoever, whether heretofore asserted by suit or otherwise, held by said Wallace or the Wallace Publishing Company against the said Pierce, Stewart, Homestead Company, Pierce-Wallace Publishing Co., Wisconsin Farmer Company, Indicator Publishing Company, or either of them, or against any officer or stock*353 holder in said companies, or either of them, and all other claims, if any, of the said Wallace growing out of the differences above referred to shall be satisfied, released, and discharged by said Wallace; and said parties shall each of them release and satisfy all claims held by them or either of them against said Wallace, so that the settlement herein contemplated shall operate to compromise and forever set at rest all matters of difference at present existing between said parties. Said settlement shall be evidenced by the exchange of proper written instruments duly executed by the respective parties.” “Sixth. It is the purpose of this agreement to consummate the purchase by said Pierce and Stewart of the entire interest of said Wallace in the Homestead Company and allied properties, as well as in the real estate above described, and to compromise all controversies which have in any way grown out of the differences between the said parties, Pierce, Wallace, and Stewart as to the affairs of the Homestead Company and allied properties, and all such controversies shall be deemed to be included in and settled by this contract, whether herein specifically mentioned or not, so as to fully adjust all outstanding matters which have arisen out of said controversies.” On the other side it is contended that these stipulations and agreements had no reference whatever' to the alleged libel; that they related only to business differences which then existed between the parties, and that the purpose and intent of the agreement was to reach and adjust these differences; and plaintiff relies on substantially the same provisions, claiming that they distinctly show that the compromise, was of controversies which in any manner grew out of the differences between Pierce, Wallace, and Stewart as to the affairs of the Homestead Company and allied properties, and nothing else, and this further provision of these agreements: “Whereas, James M. Pierce, of Hes Moines, Iowa, and Samuel P. Stewart, of Evantson,*354 Ills., are negotiating with Henry Wallace, of Des Moines, Iowa, for the purchase of certain property, and for the adjustment and settlement of certain differences between themselves and others, and for the settlement of a number of pending suits; and whereas, the parties have completed certain preliminary negotiations with reference to the said matters, by which they have formulated a statement containing a description of the property which is made the subject .of said negotiations, and setting out the controversies which it is proposed to settle and compromise, and fixing the manner in which the said transaction is to be completed in the event that the parties agree upon the consideration to be paid by the said Pierce and Stewart to the said Wallace: Now,” etc. Looking to the purpose of the agreement as expressed in the instruments themselves, and applying the generally accepted canons of construction thereto, we think it fairly appears that there' was no thought of the parties that they were making settlement of the alleged libel. These rules of construction may be stated as follows: “One of the rules of interpretation most frequently referred to is to the effect that the intention must be determined by a consideration of the whole instrument, rather than by any clause; the theory being that the parties presumably had the same purpose and object in view in all parts of the instrument; and, consequently, if. some of the stipulations are more obscure than others, or one part is seemingly inconsistent with another, the main purpose and object as collected from the whole instrument may he so clear and distinct as to throw light upon some obscure or inconsistent parts.” Again: “This principle receives an important application in the rule of ejusdem generis, according to which general words follow ing words of a more particular character are regarded as limited in their meaning by the former. This rule is, however, as are practically all the rules of construction, subordinate to the requirement that the intent of the parties is*355 to be chiefly sought, and will, of course, not apply if the intent appears to be otherwise. General words preceding other words that are particular in meaning are likewise on the same principle limited by the particular words, unless the intention appears to be otherwise.” 17 Am. & Eng. Enc. Law (2d Ed. )pp. 4, 6, and cases cited. There was, as it seems to us, no thought in the minds of the parties that they were settling any claims for libel. As the article was printed the same day on which the preliminary agreement was made, it is hardly to be believed that the parties had it in mind to settle any claims for damages for libel by the use of such statements as appeared in these agreements.
Date of Issue. Legitimate Subscription. Sample Copies. Total Circulation.
July 3. ■ 1,500 ' 5,500 7.000
July 10. 1.500 5.500 7.000
July 17. 1.500 5.500 7.000
July 24 1.500 5.500 7.000
July 31. 1.500 5.500 7.000
Aug. 7. 1.500 5.500 7.000
Aug. 14 1.500 .5,500 7.000
Aug. 21. 1.500 18.500 20,000
Aug. 28. 1.500 18.500 20,000
Sept. 4 1.500 18.500 20,000
Sept. 11. 1.500 18.500 20,000
Sept. 18. 1.500 18.500 20,000
Sept. 25. 1.500 18.500 20,000
Oct. 2. 1.500 18.500 20,000
Oct. 16. 1.500 18.500 20,000
Oct. 28. 1.500 18.500 20,000
Oct. 80. 1.500 18.500 20,000
Nov. 6. 1.500 5.500 7.000
Nov. 13. 1.500 5.500 7.000
“That the said alleged libel means, when considered in its ordinary sense, that the plaintiff having heretofore professed to attempt an impartial investigation, through the newspaper of which he was editor, of a matter of interest to the class of whom he professed to be the representative, had in fact not made an impartial investigation, but had allowed himself to be influenced in the conclusions reached by him for the benefit that would accrue on account of such determination, and that this would tend to discredit any subsequent investigation which he might attempt. And these defendants respectfully show to the*361 eourt that the said charges were true and are true, and were printed and published in good faith, believing them to be true, in the performance of what these defendants believed to be their duty to the farmers who are the constituents of the Homestead, and without malibe. ”
Exhibit D attached is of no particular consequence, and we do not set it out. It is sufficient to say that there is nothing therein which justified the charge made in this division of the answer. This third division was stricken out on motion, and of this defendants complain. The matter was pleaded in justification. It is manifest, we think, that the justification is not as broad as the charge, and that the ruling was correct. Sheehey v. Cokley, 43 Iowa, 183. The justification must be as broad as the charge, and of the precise charge. It need not be in the exact form of the charge, but it must be, in essence and substance, the same. These propositions are so well settled that no citation of authorities is needed in their support. With these rules in mind, it is apparant that the justification was not sufficient, and that there was no. error in the court’s ruling. Stow v. Converse, supra; Youngs v. Adams 113 Mich. 199 (71 N. W. Rep. 585). The answer does not allege that plaintiff accepted a bribe, much less a cash bribe.. That our position may not be misunderstood, we quote from the opinion written by Hosmer, C. J., in the Stow Case, supra: “It has been correctly asserted that proof of the substance of a slanderous charge is a justification, and this is frequently followed by the erroneous supposition that everything is substance whieh justifies the matter alleged, or has a relation to the facts averred, although it does not meet them directly. In a case which demands the frequent application of the exact rule on this subject it is of high importance that it should be precisely understood. The term ‘substance’ issued by the way of contradistinction from the letter and form of a charge; and, although the latter is not required, the essence is indispensable. It can never com
Further argument is useless. From what has already been said we do not regard the publication libelous per se. This disposes of all matters argued by counsel, and, as we find no error, the judgment is aeeirmed.