the parties, notwithstanding that the literal meaning of a word, phrase, or clause, when considered by itself, would be given a different meaning. (2 Lewis' Suth. Stat. Const., sec. 376; Hilton v. Thatcher, 31 Utah 370, 88 Pac. 20.) In view of this rule, any court might thus be justified in holding that foreign countries were not, and could not have been, within the contemplation of the parties, and that it was not their intention to cover them, or any one of them, by the terms used in the agreement. If, therefore, it were manifest that such was not the intention of the parties, then the court would hold it not their contract, and hence would not enforce it as literally written. But would it not be somewhat unreasonable to contend that, because certain language used was not intended to apply to the whole world, therefore, it was not intended to apply to any part of it outside of the particular place where the contract was made? We take judicial notice of the general scope and extent of the territory named in the contract, and to which the appointment applied, and of the general history 6 and the number of inhabitants, and of their general condition, so far as this is a matter of common or general knowledge. Are the conditions prevailing in Utah, Colorado, and Wyoming so different from those existing in Oregon and Washington that it may be assumed that the parties because of such difference did not intend to extend the agency of Old to those states? We think not. There is nothing in the conditions, therefore, from which a limitation could be implied.

The only ground, therefore, upon which a limitation can rest, is that the scope of Old's duties and responsibilities was enlarged, and that, therefore, the appellant's obligation should not be extended to such new duties and responsibilities. If appellant had so limited his obligation, either in express terms or by language from which such a limitation could reasonably be implied, then he could not have been held upon this bond. He did not do so; but, upon the other hand, there are numerous expressions in the bond which

clearly forbid us to make such a limitation without disregarding the ordinary rules of construction and doing violence to the ordinary sense to be imputed to the language used. In dealing with this question we have considered the term "future agreement," as used in the contract, as referring to a future appointment, which is referred to in the bond. We think that to do this is not only permissible but is necessary in view of the circumstances. The contract was executed first, and the bond expressly refers to the contract. In the bond it is said that the bond shall remain in force "whether under his [Old's] existing appointment, or any future one." This was a construction by the parties themselves of what was meant by the term "future agreement" used in the contract. Appellant is bound by this construction, and therefore must be held to have consented to a future agreement and appointment. The future appointment, therefore, must have been intended to be other than the existing one, but with reference to the business of soliciting applications for life insurance. That it was limited to an agency for that purpose only is made clear in the fourteenth paragraph, wherein it is said that the bond should be given for the "faithful performance of all duties pertaining to his [Old's] agency, and that it should hold good," etc. This, thus, was a limitation only with regard to the business intrusted to the agent, and not upon the duties and responsibilities that might be imposed under a future agreement and appointment.

7

We are not unmindful of the rule invoked by counsel for appellant and as illustrated in the case of Singer Mfg. Co. v. Hibbs, 21 Mo. App. 574. In that case the territory for which the agent was appointed was clearly defined, and no right was there given to extend the scope of the agency. Under such circumstances, the court in that case properly held that the bondsmen were not liable for the defalcations of the agent occurring in some other place than the one for which he was appointed. Under such circumstances, the bond is limited to the place or territory for which the agent

is appointed as well as to the acts contemplated by the appointment. Not so in this case. A future agreement and appointment are expressly provided for. It would, therefore, be just as unreasonable to say that the bond in question does not extend to the acts occurring under the future appointment, as it would have been to have held in the Hibbs Case that the bond in question in that case did so extend. While counsel for respondents have not cited any case, and we have found none, which is exactly parallel in its facts with those of the case at bar, we nevertheless think that the following cases cover and are decisive of the principles involved and which we have discussed: N. Y. Life Ins. Co. v. Hamlin, 100 Wis. 17, 75 N. W. 421; Singer Mfg. Co. v. Reynolds, 168 Mass. 588, 47 N. E. 438, 60 Am. St. Rep. 417; Trav. Ins. Co. v. Stiles, 82 App. Div. 441, 81 N. Y. Supp. 664; Western N. Y. Life Ins. Co. v. Clinton, 66 N. Y. 326. All of the foregoing cases except the last one relate to indemnity bonds where the right was given to make changes in the original contract of appointment, or to make a new agreement or appointment. In view of such a right being given, it is held that the obligations of the bond extended to the acts under the new agreement or appointment. It is clearly held that, where the right is given to enter into a future agreement or to make a new appointment, it makes no difference that the responsibilities and duties of the agent are enlarged under the new appointment. The bond, it is held, applies to the acts under the new agreement or appointment to the same extent as it did to those of the original agreement or appointment. Every question was involved in those cases that is involved here except the change of territory, but, as this change of territory can involve nothing except an enlargement of the duties. and responsibilities of the agent Old, there is no escape from the conclusion that the cases referred to above are decisive of the principle which is involved in this case.

In considering all of the terms of the contract and bond in question, we are clarly of the opinion that the parties

intended to extend the bond to the acts of Old which are involved in this case, and that the trial court committed no error in its findings, conclusion, and judgment.

The judgment is affirmed, with costs to appellant. MCCARTY, J., concurs, and STRAUP, C. J., in result.

HERMAN MUNDT, Respondent, v.

COMMERCIAL

NATIONAL BANK OF OGDEN, Appellant.

No. 1954. Decided January 14, 1909 (99 Pac. 454).

SWERS.

1. DEPOSITIONS-ADMISSIBILITY IN EVIDENCE-INSUFFICIENCY OF ANThe mere fact that answers to certain cross-interrogatories in a deposition, answered at least in a general way, are not deemed sufficiently specific by the party propounding them would not authorize the exclusion of the entire deposition as evidence, especially where the questions are not material nor relevant to any material issue. (Page 93.)

2. APPEAL AND ERROR-RECORD QUESTIONS PRESENTED TRIAL BY COURT-NECESSITY OF CERTIFYING ALL THE EVIDENCE. Where trial was to the court, and all the evidence heard is not certified to the Supreme Court on appeal, the admission of a deposition in evidence is not reviewable, since the court may have disregarded the deposition, and based its findings and conclusions on other evidence, which may have been sufficient to support them. (Page 93.)

3. APPEAL AND ERROR-REVIEW-TRIAL BY COURT-FAILURE TO CERTIFY EVIDENCE-PRESUMPTIONS. Where trial was to the court, and all the evidence is not certified to the Supreme Court on appeal, it will be presumed that there was sufficient evidence to support the findings, and that they are correct. (Page 93.)

4. ESTOPPEL-CLOTHING PERSON WITH APPARENT TITLE-ISSUE OF STOCK CERTIFICATE-RIGHTS OF THIRD PERSONS. Where a corporation issues a stock certificate to a person, it thereby holds out to all who may undertake to deal with it that the person is the owner thereof, and has the capacity to transfer it. (Page 93.)

5. CORPORATIONS-CAPITAL STOCK-TRANSFER OF SHARES-PRIMA FACIE RIGHT OF HOLDER. Where a person presents a stock certificate, with a proper assignment duly signed by the person to whom it was issued by the corporation, the assignee has at least the prima facie legal right to have the stock transferred in his name on the corporation books, so that he may enjoy the full benefits of a stockholder of record. (Page 93.) 6. CORPORATIONS-CAPITAL STOCK-TRANSFER OF SHARES-RIGHT OF CORPORATION TO QUESTION. A corporation cannot inquire into and pass upon the motives of the assignor and assignee of shares of its stock which induce a transfer thereof, nor can it ordinarily inquire into and pass upon the legality of the transaction by which the shares are transferred from one to another, nor question the consideration for the transfer. (Page 94.)

7. CORPORATIONS-CAPITAL STOCK-TRANSFER OF SHARES-RIGHT OF CORPORATION TO INTERFERE. If a corporation has some claim upon a certificate of its stock sought to be transferred, or some rights against the assignor that would, or might, be affected or lost by the transfer, or if it is notified by a third person not to transfer the stock, upon the ground that he claims some interest in it which would, or might be, lost by making the transfer, the corporation may refuse to make the transfer. (Page 94.)

APPEAL from District Court, Second District. Hon. J. A. Howell, Judge.

Action by Herman Mundt against the Commercial National Bank of Ogden to compel the transfer of stock. Judgment for plaintiff and defendant appeals.

AFFIRMED.

A. B. Heywood for appellant.

E. T. Hulaniski for respondent.

FRICK, J.

This is an action in equity to compel the transfer of stock. Respondent in his complaint, after stating the corporate capacity and the business of appellant, in substance, alleged that on a day named, for a valuable consideration, he pur