Long v. Straus , 107 Ind. 94 ( 1886 )

Elliott, J.

The instrument upon which this action is founded reads thus:

“Received of Joseph S. Long sixteen hundred dollars, on deposit, in National currency. Straits Bros.

“ Ligonier, April 27th, 1865.”

This instrument is more than a mere receipt, for it embodies an agreement. The terms of the agreement are not, it is true, expressly stated in the instrument, but they arc clearly implied in the language employed by the parties. The law is a silent factor in every contract, and it is a factor in this one. Foulks v. Falls, 91 Ind. 315, see p. 320. There are, indeed, very few contracts that would be intelligible if they were considered as destitute of the legal element, for the law gives vitality and force to all contracts, and makes them intelligible and enforceable. Men arc presumed to contract with reference to the law, and to employ language that has a legal meaning, and to which the courts may give just effect.

In the instrument before us the parties have employed words that have a definite legal meaning, and the courts can not treat as meaningless any of the words which the parties have employed, for the long settled rule is, that no word shall be disregarded unless the contract clearly demands it. There is no such demand here, as there is entire harmony in all the parts of the instrument. It plainly declares that the signers of the instrument have received on deposit sixteen hundred dollars of the payee’s money. The words “ on deposit ” import a contract, and the context shows that the money received by the persons with whom it was deposited was that of the depositor. The instrument would not, in legal contemplation, have been one whit clearer if the parties had stated at full length all the details of their agreement. The language used creates a contract, and the law implies, as part of the contract, that on reasonable demand the depositor is entitled to receive back that which belongs to him. The deposit of money is a transaction well known to the law, and it is one out of which well defined legal rights emerge; chief among these rights is that of the depositor to receive his own again, and a correlative of this right is the implied promise of the person who receives money on deposit to return it to the depositor. It needs no express words to create this obligation to return the money; the law makes it an attribute of the contract. It would shock every one’s sense of justice to affirm that a depositor could not get back his money unless there is an express promise to return -it to him, but this can not be affirmed without doing violence to the settled principles of jurisprudence. In affirming, as we do, that the law enters into every contract unless expressly excluded, we do uo more than restate one among the oldest rules in the law of contracts. “ Every agreement and promise,” says Mr. Pollock, “enforceable by law is a contract.” Pollock Prin. of Cont. 1.

We have here an agreement enforceable by law, and, therefore, a contract. The promise of the signers is, to be sure, an implied one, but it is none the less a legal promise, involved in the language employed by the contracting parties. To deny that the law will, where justice requires it, imply a promise that may be enforced, would be to dispute a doctrine; that runs back to the earliest years of the common law, and, surely, there can bo no case where justice more imperatively requires that such a promise should be implied than one where money is received on deposit, for it is inconceivable that the person so receiving money should be under no obligation to return or repay it to the depositor. The promise here, however, is part of the contract itself, for to the language used in the instrument the law affixes a definite meaning. If there were no adjudged cases we should have no hesitation in deciding on principle that the instrument set forth in the complaint is a contract for the payment of money, but there are decisions which very fully sustain this conclusion. In Payne v. Gardiner, 29 N. Y. 146, the question was thoroughly discussed, and an instrument in all material aspects the same as the one here under discussion was held to be a contract of bailment. The instrument under examination in Tisloe v. Graeter, 1 Blackf. 353, was in legal effect the same as the one before us, the only difference in the phraseology of the two instruments being, that the one in the case cited used the words for “ safe-keeping,” while the one we are dealing with uses the words “ on deposit,” and it was held that the instrument •constituted a contract which could not be varied by parol evidence. A like ruling upon a very similar instrument was made in Dale v. Evans, 14 Ind. 288. Upon the same general principle was decided the case of Foulks v. Falls, supra, where it was held that an instrument in form a receipt, but containing a recital that the note described was received for collection, was a written contract. These cases, to which many more might be added, establish the doctrine that such an instrument as the one declared on constitutes a contract, and if it is a contract it can be none other than a written contract. It is not the less a written contract because the law annexes to it certain attributes, for this the law does to every contract. In proof of the validity of our conclusion we need adduce only one instance, that of a promissory note, to which the law annexes three days of grace, and yet we suppose no one would dream of affirming that a promissory note was not ,a written contract.

Assuming, as we have no hesitation in affirming that the authorities cited and the principles referred to entitle us to •do, that the instrument executed by the appellees is a written contract, all that remains is to ascertain its character, and •this the authorities enable us to do without difficulty. It is a written acknowledgment of the receipt of money, and a promise to repay it on reasonable demand. Daniel Negotiable Inst., section 37. “ Money on deposit,” says the Court of Appeals of New York, “ means, ex vi termini, money placed where the owner can command it at any time.” Curtis v. Leavitt, 15 N. Y. 9, see p. 265. It is the money of the depositor, due him on a written contract, for the law affixes to the words “ on deposit ” such a meaning as makes the contract perfect and complete. 1 Story Cont., section 16; Pomeroy Cont., section 155; Story Bailments, section 88; Payne v. Gardiner, supra.

Filed March 31, 1886.

It may, perhaps, be true that the instrument signed by the* appellees is not just what is known in the commercial world* as a certificate of deposit, but it is nevertheless a contract in. writing, evidencing the receipt of money on deposit, and to* it all the legal incidents attach. If it is a contract, and an enforceable one, then this action is well brought, and that it is such a contract we have no doubt.

Appellees’ counsel refer us to the cases of Harmon v. James, 7 Ind. 263, Johnston v. Griest, 85 Ind. 503, and Caviness v. Rushton, 101 Ind. 500 (51 Am. R. 759), but there is slight,, if, indeed, any similarity between those cases and the present. It is sufficient to note one of the important points of difference, and that is this, here the instrument shows on its face full consideration for the promise, while in those cases no* valuable consideration was shown for the promise, for this-instrument discloses that the money received on deposit belonged to the person to whom the instrument was executed.

Our conclusion is that the instrument declared on is a written contract for the payment of money, and that the complaint is sufficient.

The plea of the six years’ statute of limitations is bad, and the court erred in overruling the appellant’s demurrer to it. We do not deem it necessary to further discuss the question, for, in deciding that the contract is a written one, we necessarily decide that- the action is not barred by the six years’ statute.

Judgment reversed.

Mitchell, J., did not participate in the decision of this case.