The contract between the parties was not void on account of. the indefinite character of its provisions, or because of the difficulty or embarrassment which might arise from carrying it into execution. The plaintiff, under this contract, at its own cost, procured a policy of insurance in the Fidelity & Casualty Company of New York, under which the latter company insured the defendant against loss or damages arising from accidents to the employes of the defendant, to the extent therein named, for one year. This contract was,in force from April 18, 1890, to April 18, 1891. Annexed to the contract were certain other provisions obligatory upon the parties.
The plaintiff alleges that defendant wholly failed and neglected to carry out the contract on its part, has furnished plaintiff no list of employes, and made no effort to collect the monthly dues provided for in the contract, and plaintiff therefore claims damages in this action for the breach of the contract by defendant.
It is evident that the contract provided a sufficient consideration for the defendant’s obligation, and it had the benefit of the insurance policy of the Fidelity & Casualty Company; and the answer *228admits that no attempt has been.made by it to collect dues or assessments from its employes, and no payment has been made to plaintiff; and it appears that on September 2, 1890, the defendant’s president notified the plaintiff that he considered the contract canceled. Very likely there was a misunderstanding as to the proper construction of the rights and duties of the parties under the contract.
The defendant, however, contends that its duty to charge or make deductions from employes’ wages, and pay over the monthly dues, was conditioned upon their having previously become members of one of plaintiff’s “posts,” and that a “post” must first have been constituted by plaintiff in this way, with the voluntary organization of the defendant’s employes. The contract, however, by itself, will not bear this construction; and we do not think the by-laws, read in connection with it, contain provisions which compel such construction to be given to it. It is doubtless true that it would have been more reasonable and prudent that the contract should have been as contended for by the defendant.
The chief purpose of plaintiff’s organization was to provide care and hospital treatment for sick and injured employes. The condition of membership seems to have been the payment of the monthly dues of employes. The plaintiff had provided the hospital and medical treatment for defendant’s men, and had appointed a secretary of the “post,” whose duty it was to issue orders for treatment, and to see that “deductions” from the wages, reports of same, and payments were made in accordance with the by-laws; and it was the usual custom of the plaintiff to appoint some one in the office of the employer as secretary or assistant secretary.
The by-laws evidently contemplate the co-operation of employer and employes, but there is nothing in them to prevent an employer from undertaking with the plaintiff to assume the responsibility of membership for all or three fourths of his employes, so as to avail himself of hospital benefits for them, and take upon himself the risk of securing the assent of the employes to the arrangement. And this, we think, is the construction which must be given to the terms of this contract, as respects both present and future employes during the life of the contract.
(Opinion published 51 N. W. Rep. 916.)And, in this view of the ease, all that was necessary for the establishment or organization of a “post” was done by the plaintiff. In other words, the evidence shows a “post” organization sufficient to satisfy the terms of the contract.
The defendant evidently understood the contract as we have construed it, as will appear by the subsequent correspondence; for instance, in the letter written.in behalf of the defendant company by its president under date of September 2, 1890, it is stated that “our president notified your agent some months ago that our company should consider our contract canceled, owing to the fact of your advertised Washburn physicians refusing to attend our men without our company being responsible or guarantying their pay, and our men refused to allow us to assess them on that account.”
Another point raised in the court below and 'insisted upon here is that the contract is not that of the defendant corporation. But wé think it was correctly overruled.
The defendant is named as one of the contracting parties in the contract, which is signed by “F. Prentice, President.” He is shown to have been president at the time. It purports to be the contract of the corporation, executed by its principal officer. It does not belong to a class of contracts which require special formality in their execution, and it is good without a seal. The question of the authority to execute the contract in behalf of the company is not presented by the record. But we think it is prima facie valid, and binding upon the company. Besides, the contract was acted on, and subsequently recognized, by the corporation.
We have very carefully examined the record and the learned and exhaustive brief of the defendant’s counsel, but find no ground for reversing the order of the trial court.
Order affirmed.