Trustees of North-western College v. Schwagler ( 1873 )

Miller, J.

I. The special verdict of the jury finds the issue, in regard to the alleged fraud in the inception of the note, against the defendant. Appellant’s counsel insist, however, that these findings are not supported by the evidence; that the testimony of the defendant, and that of his wife, on this point is not contradicted. We think that, taking the testimony of the defendant alone, the jury were fully warranted in finding as they did on this branch of the case.

II. It is next insisted, that the note being payable to the trustees of Plainfield College, or order, and not assigned or indorsed by them, the plaintiffs have no title to the cause of action. The holder, without indorsement, of a promissory nóte, payable to the order of the payee, may maintain an action thereon in his own name. Younker v. Martin, 18 Iowa, 143. In such case, if the plaintiff is the real party in interest, he may maintain the action. Cottle v. Cole & Cole, 20 id. 485. The sixth section of the act incorporating the plaintiff provides that “ the institution incorporated under the general law, and entitled Plainfield College, of the' Evangelical Association of North America, shall be named and styled henceforth by this act as North-western College of the Evangelical Association of North America; and all liabilities of the institution on the date of this act, in the name of the general agent or trustees of Plainfield College, shall be met by the treasurer of North-western College; and all money due the institution, whether by promissory notes and scholarships or otherwise, in the name of the general agent or trustees of Plainfield College, shall be payable to the treasurer of Northwestern College.”

The fourteenth section of the act legalizes and confirms the acts and proceedings of Plainfield College, and all bargains and contracts, either of the trustees or their agents or officers, and “ all subscriptions obtained to the stock of said corporation are confirmed, and made as binding on all parties interested as if said bargains, contracts, subscriptions, and other acts, had been made after the passage of this act; and the individuals designated in the first section of this act are hereby constituted the successors to the board heretofore organized under the general law, and authorized and required to take the full and entire management of all things pertaining to the future maintenance and support of said institution.”

The note sued on was made payable to the trustees of Plain-field College, or their order. Under the act of the legislature of the State of Illinois above quoted from, the name of that institution is changed to that of North-western College, etc., and the institution, by its new name, is made liable for all of the debts, and becomes the owner and holder, and entitled to collect all the claims due to the institution under the former name. The plaintiffs, the.trustees of the corporation under its new name, are the successor's of the payees in the note executed by the defendant. By this legislation the plaintiffs became not only the real parties in interest, but were invested with the legal title to the cause of action sued on, and their right to sue thereon is unquestionable. Cottle v. Cole & Cole, supra.

The special act of the legislature changes the name of the corporation to which the defendant made his note, and from which, by the terms thereof, he was to receive a scholarship in that institution. By this change of name none of the defendant’ s rights, as specified in the ■ note, are in any manner abridged. He is entitled, upon payment as there stipulated, to a certificate of scholarship in the college, by its new name, on the same terms as if the name had not been changed, and the fact that a certificate of scholarship by the former name of the institution cannot be furnished to him is no defense to the action, since the institution, by its new name, can furnish him such certificate. Nor is the fact that the defendant did not consent to the change of the name of the corporation any defense to the action, so long as his rights under the contract are preserved.

The instrument sued on imports a consideration by being in writing. Linder v. Lake, 6 Iowa, 164; Revision of 1860, § 1824; Code of 1851, § 975. Not only so, it shows on its face affirmatively that the consideration for which it was executed was a certificate of .scholarship, entitling him, or his order, to twenty years’ tuition in the college, and the jury find specially that when the defendant executed the instrument, he believed he was signing a note for such scholarship. It is, therefore, effectually shown that there was a good consideration for the instrument sued on.

What has been said answers substantially all of the alleged errors which are urged in argument by appellant. We have carefully examined and considered the questions presented and find no error in the record. The judgment of the district court will be

Affirmed.