Ramsay Realty Co. v. Ramsay , 135 Iowa 612 ( 1907 )

Deemer, J.

The motion to dissolve was practically a demurrer to the petition, and in order to determine the correctness of the ruling we must go to this petition for the facts. Beferring to that, we find that, prior to the making of the contract to which we shall presently refer, defendant, Ed. I. Bamsay, was the owner of all the stock and property of the Bamsay Bealty Company, a corporation organized under the laws of this State for the purpose of making abstracts, loaning money, writing insurance, etc., and that the said Bamsay, being desirous of disposing of his business, undertook to sell the same to various persons named. These parties agreeing upon a price and the terms and conditions of a sale, they reduced their agreement to writing, from which we make the following quotations:

That the said party of the first part (the Ramsay Realty Company) hereby gives the said parties of the second part the exclusivé right to purchase all stock of the Ramsay Realty Company, more particularly described as follows, to wit: Its entire business,' including insurance, loan business, abstract business, all abstract books and books of every kind and nature used in connection with said abstract books, all supplies, furniture, and fixtures used in and about said business including desks, chairs, two typewriters (Smith Premiers) blank forms of every kind and description and stationery. The typewriter and desk in private office is reserved, but will be left in office for use of company so long as Ed. I. Ramsay shall remain -with the company, together with the good will of all the business of the said Ramsay Realty Company for the period of thirty days from the date of this agreement. And the said parties of the second part, if they elect to purchase said (Ramsay Realty Company within the time above specified, for the consideration of the transfer of the same Ramsay Realty Company of all its stock and property above described and for the transfer of the good will of the business of said company, agree to pay the said Ramsay Realty Company the sum of seven thousand dollars. It is further stipulated and agreed by the said party of the first part that, in case the said parties of the second part elect to purchase under the terms and within the time stipulated herein, then and in that event the said Ramsay Realty Company, and Ed. I. Ramsay, for the consideration hereinbefore mentioned, contract and agree to and with the said second parties that he will not enter into the abstract business in the city of Albia, Monroe county, for a period of ten years from this date, nor become in any way connected with the abstract, real estate, loan, or insurance business in said city of Albia, or Monroe county, except to engage in the employment, and interest of said second parties. In case of sale, said company agrees to keep said Ramsay in their employ for the sum of $65.00 per month for at least one year from the date of sale and so much longer as they may agree upon terms. It is further agreed that in case said second parties elect to purchase the said Ramsay Realty Company under the terms and conditions of this agreement, then and in that event the said Ramsay Realty Company hereby contracts and agrees to and for the consideration hereinbefore mentioned make the transfer of its stock to said second parties free and clear of all liens and incumbrances whatsoever except the said mortgage of $2,000 hereinbefore mentioned and to execute a bill of sale to said second parties for all the property of said company. Signed in duplicate this 1st day of July, 1905. Ramsay Realty Company, by Ed. I. Ramsay, President, Eirst Party. D. W. Bates, W. B. Lutz, Second Parties.

The form of the signatures is important; as appellant bases his entire argument upon the thought that he did not individually sign the agreement, and consequently is not bound thereby. There is no doubt -that according to the terms of the contract Ed. I. Ramsay’s agreement not to engage in the abstract and loan business was a part of the consideration therefor, and that, had he personally signed the agreement, he would have been bound thereby. But it is said that, as he did not sign the agreement, except in a representative capacity, he is not bound. It is, no doubt, true that the signature of Ramsay as it appears upon the contract would not ordinarily bind him personally under the rule as now announced by this court. But it is also well settled that one may be bound by a written contract, although he does not sign it in his individual name. Bacon v. Daniels, 37 Ohio St. 279; Sellers v. Greer, 172 Ill. 549 (50 N. E. 246, 40 L. R. A. 589); Vogel v. Pekoc, 157 Ill. 339 (42 N. E. 386, 30 L. R. A. 491); Magoon v. Minnesota Co., 34 Minn. 434 (26 N. W. 235). If one party signs a contact, and the other acquiesces therein or acts under it, it is binding upon’ both. Forthman v. Deters, 206 Ill. 159 (69 N. E. 97, 99 Am. St. Rep. 145); Muscatine Co. v. Lumber Co., 85 Iowa, 112.

By the express terms of the writing, Ed. I. Ramsay personally agreed that he would not enter into the abstract business in the city of .Albia or Monroe county for the period of ten years, and this he did in consideration of the sale of stock' and property of the Ramsay Realty Company owned by him. True he did not sign the agreement except in a representative capacity; but he did accept the benefits of the contract, and cannot now be heard to say that he will not be bound by its burdens. It is as binding upon him as if he had personally signed it. Unless a contract is required by statute or arbitrary rule to be in writing, it need not be signed by the party to be charged, provided it be accepted and acted on by him. This doctrine is so-fundamental as not to need the citation of authorities. But see 9 Cyc. 300, and cases cited. There is no doubt that defendant had the benefit of the contract, accepted and acted upon it, and is bound thereby, although he did not sign the same in his individual capacity. It was not the Ramsay Realty Company which agreed that Ed. I. Ramsay should not engage in the abstract business, etc., but Ed. I. Ramsay himself. The contract was for the benefit of Ed. I. Ramsay, and he accepted these benefits and had the consideration for a promise which it is claimed he made, although he did not sign the agreement in proper form. The object of a signature to an agreement- is to show mutuality; but this except ■where a signature is expresssly required, may be shown in some other way.

The trial court was right in refusing to dissolve the temporary writ of injunction, and its order must be, and it is affirmed.