but it cannot turn the tide of authority, and moreover rests on peculiar circumstances, as in that case the procurement of legislative action was not directly contemplated by the contract, but became necessary in the course of the business for which the agent was employed. But while in general a contract to pay for services in procuring legislative action is invalid, it is not necessarily and invariably so, but only when it contemplates or tends to the use of improper means for that purpose, or when such means are in fact employed. It is quite possible for the parties to contract for and to exercise none but legitimate means for the securing of the legislation desired, and in that case the contract will be valid. "The use of money to influence legislation is not always wrong. It depends altogether on the manner of its use. If it be used to pay for the publication of circulars or pamphlets, or otherwise, for the collection or distribution of information openly and publicly among the members of the legislature, there is nothing objectionable or improper.' Counsel may be employed to prepare and present a petition to the legislature, to make an exposition of facts, or to advocate the adoption of a measure, before the legislature or any of its committees, and a contract to pay for such services will be valid. 10 But in such cases the evidence, to warrant a recovery on the contract, should establish with reasonable clearness the fact that the services alleged to have been performed were in reality such as are sanctioned by the law in aiding and promoting legislative action. A declaration which avers in substance, that the defendant bound himself to pay to the plaintiff one hundred dollars to attend the Kentucky legislature to get a bill passed legalizing the defendant's last marriage, and divorcing him from his former wife, and averring also that the plaintiff did attend, etc., and that, at his instance and request, such an act was passed and approved, whereby the defendant was released from all liability, etc., does not describe a contract so clearly against public policy that the court (Pa.) 315; Chippewa, etc. Ry. Co. v. Chicago, etc. Ry. Co., 75 Wis. 224. 8 Denison v. Crawford Co., 48 Iowa, 211. 9 Kansas Pac. Ry. Co. v. McCoy, 8 Kans. 538. 10 Wood v. McCann, 6 Dana (Ky.), 366; Weed v. Black, 2 McArthur (D. C.), 268. 11 Harris v. Simonson, 28 Hun (N. Y.), 318. will pronounce it void.12 If a contract for lobbying services be entire, and void in part, it is void in toto, and no recovery can be had upon it. "That which is bad destroys that which is good, and they perish together." And if such a contract be indivisible, no action can be sustained on the legal part on a quantum meruit. 14 2. Contracts to Prosecute Claims against the Government. The general rules laid down above in regard to contracts to influence legislation apply also to contracts for the prosecution of claims against the government, especially when it is necessary to procure the passage of an act allowing such claims. Accordingly, it is held that a claimant against the government has a clear right to appear, in person or by attorney, before a legislative committee, to openly and fairly present the facts and arguments on which he relies for recovery. But it is against public policy, and therefore illegal, to present such facts and arguments secretly, or to resort to "log-rolling," or deceit, or undue means, or bribery, or other corrupting influences, in order to secure the legislation desired, or the allowance of the claim by the proper department. A contract whereby the parties agree to pay any claim of a representative in congress for serv ices rendered by him in securing the payment of a claim, for the allowance of which legislation is necessary, is against public policy, and void.16 An agreement to prosecute and superintend, in the capacity of agent and attorney, a private claim before the legislature, in such mode and manner as the said agent may choose, is against public policy;17 and an agreement to prosecute a claim for a contingent fee, is void. 18 But a contract to go to Washington and do all in one's power to prevent the confirmation of a claim which would infringe the rights of his employers, who had the government title to a part of the land in question, or else to have a saving clause inserted in the confirmation of that 12 Wood v. McCann, 6 Dana (Ky.), 366. 13 McBratney v. Chandler, 22 Kans. 692. 14 Rose v. Truax, 21 Barb. (N. Y.) 361; Brown v. Brown, 34 Barb. (N. Y.) 533. 15 Coquillard's Adm'r v. Bearss, 21 Ind. 479; McKee v. Cheney, 52 How. Pr. (N. Y.) 144; Harris v. Roof's Ex'rs, 10 Barb. (N. Y.) 489. 16 Weed v. Black, 2 McArthur (D. C.), 268. 17 Bryan v. Reynolds, 5 Wis. 200. 18 Coquillard's Adm'r v. Bearss, 21 Ind. 479; Bryan v. Reynolds, supra; contra, Burbridge v. Fackler, 2 McArthur (D. C.), 407. claim, is not necessarily against public policy, for such a contract does not on its face import that any unfair or improper means are to be resorted to. "To do all in his power, evidently means to exert his utmost diligence and ability in establishing the claim of his employer, and is what the law would have implied, it it had not been expressed."'19 When the original contract is void, an agreement to pay, made after the passage of the act allowing the claim, will not better the plaintiff's position; for the passage of the act is still a part of the consideration.20 By 10 U. S. Stat. at Large, 170, § 1, it is provided that "all transfers and assignments hereafter made of any claim upon the United States, or any part or share thereof, or interest therein, whether absolute or conditional, and whatever may be the consideration therefor, shall be absolutely null and void;" and it was decided in Jones v. Blacklidge, that an agreement to collect a claim, on consideration of receiving twenty per cent. of the amount collected, was in contravention of this statute and therefore void. 3. Contracts to Procure a Pardon, or Remission of Sentence.-In Norman v. Cole,22 Lord Elden, apparently forgetting the principle that "the laborer is worthy of his hire," expressed the opinion that "when a person interposes his interest and good offices to procure a pardon, it ought to be done gratuitously, and not for money; the doing an act of that description should proceed from pure motives, not from pecuniary ones." But with all respect for the learned jndge, he seems in this instance to have shot wide of the mark. Pecuniary motives are not ipso facto impure; and if it were not allowable to seek to procure a pardon in return for a consideration, very few pardons would ever be solicited. This might in some respects be a benefit to the community; but it would also make the duties of the board of pardons a sinecure, which was hardly the end had in view in its institution. The weight of authority, however, seems to follow the foregoing dictum; and in general, a contract to pay for services in procuring or attempting to procure a pardon, commutation, or remis19 Hunt v. Test, 8 Ala. 713. 20 McKee v. Cheney, 52 How. Pr. (N. Y.) 114. 19 Kans. 562. 22 3 Esp. 253. sion of a sentence or fine, is held to be against public policy, and void, on the ground that the pardoning power is liable to be misled by the person who has a pecuniary interest in procuring favorable action, and that the community should be shielded from the dangers consequent on an improvident use of this prerogative. 23 But, as in the case of lobbying contracts, the reason for holding such a contract void, fails when there are no unlawful means of attaining the desired object contemplated by the contract itself, nor any such in fact employed, and in such case the contract should be upheld.24 Such services, when performed at defendant's request, are a good consideration for a subsequent promise to pay ;25 and they will also, it seems, form a good consideration for a subsequent promise to pay when performed in the first instance voluntarily and without solicitation.26 And though in Bird v. Breedlove," it was held that the business of attending to applications for pardon was not restricted to attorneys at law, yet there would seem to be good reason for drawing a distinction between such a contract with an attorney, and one with a private person; for the attorney is bound by his oath of office to refrain from all unlawful actions as such, and may consequently be considered as restrained by the sanction of that oath from the use of improper influence, while a private individual is without that restraining power. It was also suggested, in Wildey v. Collier, 28 that such a contract might be lawful, when the services contracted for were publicly rendered by advocates disclosing their true relation to the subject, not by private individuals keeping secret the character in which they solicit. This would seem to be the true and just doctrine; for it is in harmony with the rule laid down in regard to lobbying contracts, and, moreover, such services are performed almost daily in nearly every State of the Union by attorneys regularly employed; and it would be idle to hold that a contract for services so 23 Haines v. Lewis, 54 Iowa, 301; McGill's Adm'r v. Burnet, 7 J. J. Marsh. (Ky.) 640; Thompson v. Wharton, 7 Bush (Ky.), 563; Wildey v. Collier, 7 Md. 273; Kribben v. Haycraft, 26 Mo. 396; Hatzfield v. Gulden, 7 Watts (Pa.), 152. 24 Formby v. Pryor, 15 Ga. 258; Bird v. Meadows, 25 Ga. 251; Chadwick v. Knox, 31 N. H. 226. 25 Lampleigh v. Brathwait, Hob. 239. 26 Chadwick v. Knox, 31 N. H. 226. 27 24 Ga. 623. 28 7 Md. 273. well-known and frequently practised is in all cases invalid. If the consideration is contingent, however, that is, dependent upon the success of the negotiations, it is of course against public policy, and void.29 But such a contract can be held illegal only on the ground of its tendency to defeat or obstruct the due and proper administration of justice, and when an attorney undertook, by the use of his personal influence with the military commander, to save from execution, or unauthorized and illegal imprisonment, a prisoner who had been convicted by a military court unauthorized by law, it was very properly ruled that both the object sought and the means to be employed were entirely defensible, whether regarded from a legal or moral standpoint.30 4. Contracts for Procuring other Modes of Governmental Action.-1. Whether or not a contract looking to the use of argument or influence with officials of the government to secure the location of a public building at a specified site, is illegal, is not settled, though it ought to be decided upon the principles already laid down. In Elkhart Lodge v. McCrary, it was held that such a contract was against public policy, even though it specified the use of "proper persuasion." On the other hand, in Beal v. Polhemus,32 where a prominent member and local leader of the political party then in control of the general government, having secured a promise of a bonus conditioned on the removal of the city post-office to a certain building, went to Washington and induced the United States Government to make the desired change; but so far as the evidence went, used no improper means to gain his point, nor influenced any congressman or government official to interfere in his behalf, it was held that the contract was not necessarily contrary to public policy. Without going into any discussion of these two cases, it is sufficient to say, that while both are decided contrary to what might have been expected, the former seems more consonant with principle. 2. The employment of an agent to negotiate a contract with the government is not necessarily against public policy, even though 29 See McGill's Adm'r v. Burnet, 7 J. J. Marsh. (Ky.) 640; Wildey v. Collier, 7 Md. 273. 30 Thompson v. Wharton, 7 Bush (Ky.), 563. 31 98 Ind. 238. 32 34 N. W. Rep. 532. 33 the compensation of the agent is contingent on the profits of the contract, when secured. If fairly and honestly conducted, "If it is in harmony with the public interest, and of benefit to both contracting parties.' 9934 So, too a contract by which the owners of a steamboat agree to pay a broker a specified commission for obtaining a charter of their vessel from the United States Government, is not against public policy. 35 3. An agreement to obtain an increase of pension for another, and to receive one-third of such increase as compensation, made before the passage of the acts limiting compensation in pension cases, and forbidding the assignment of claims against the United States, was held valid.36 4. A contract to pay an attorney a specified sum to appear before the street commissioners, and advocate the laying out of a street through the defendant's land, is not vitiated by the fact that the attorney was also chairman of the city committee of one of the political parties, and therefore in a position to use improper influence to gain his point, if the contract does not on its face contemplate the exertion of such influence, and none such appears to have been in fact used.37 5. There are some interesting decisions in the New England States as to the right of a mnnicipal corporation to employ lobbyists to look after their interests in regard to matters of legislation, and to meet the expenses incurred thereby by taxing the inhabitants. It was held in Batchelder v. Epping, 38 that the right existed; but the weight of authority is decidely opposed to that view. ARDEMUS STEWART. 33 Cummins v. Barkalow, 1 Abb. App. Dec. (N. Y.) 479. 34 Winpenny v. French, 18 Ohio St. 469. 39 Frankfort v. Winterport, 54 Me. 250; Westbrook v. Deering, 63 Me. 231; Coolidge v. Brookline (Mass.) cited in Westbrook v. Deering, supra. VOL. 38 held valid by the courts of Illinois, as against citizens of other States than Illinois. 2. A plea that an instrument was executed "in all respects in conformity with the laws of the State of Iowa" is a sufficient averment of the law of Iowa. PHILLIPS, J.: Appellees a firm engaged in business, and residents of the county of Lee, and State of Iowa, because indebted to various corporations, business firms, and individuals of the State of Iowa, and on the 10th day of December, 1890 made two certain instruments in writing, by which they sought to transfer all their stock of merchandise in said county and State, and all bills receivable, judgments. and book accounts owing said firm, including certain indebtedness owing them by divers citizens and residents of Hancock county to one J. F. Smith, a resident of Iowa. Smith entered into possession of the merchandise, notes and books, and gave notice to the different persons owing såid firm of the transfer and his claims. These instruments of writing under and by which such transfer was sought to be made were acknowledged, delivered, and recorded in Lee county, Iowa, and were made for the purpose of securing certain creditors of Collier, Robertson & Hamilton, therein named, and made certain preferred creditors. The Consolidated Tank Line Company, a corporation organized under the laws of the State of Ohio, sued out a certain writ of attachment from the Circuit Court of Hancock county, Ill., and had the same served on certain citizens and residents of that county as garnishees, who answered, admitting certain indebtedness, and judgment was entered. J. F. Smith, by leave of court, appeared and interpleaded herein, setting up the facts under which his claim was made by virtue of those instruments in writing. By stipulation of the parties, the various persons on whom the garnishee summons were served paid their money into a certain bank agreed upon by the parties, there to remain until the litigation between the interpleader and plaintiff was determined. To the plea so filed by J. F. Smith a demurrer was interposed by the Consolidated Tank Line Company, and overruled in the Circuit Court, and, the plaintiff electing to stand by its demurrer, judgment was entered thereon. From that judgment the plaintiff appealed to the Appellate Court of the third district, where it was affirmed, and now brings this record to this court. The only question presented by this record is on the demurrer to the plea, and is a controversy between a citizen of the State of Iowa and a corporation of the State of Ohio as to their right to get possession of certain money owing a firm resident of the State of Iowa by and from citizens of Illinois. The claim of appellant is derived through a proceeding by attachment and notice by publication to the firm in Iowa, and garnishee proceedings against resident debtors. with personal service on them. This claim must prevail, there being no controversy on the part of the resident garnishees, unless the facts set up in the plea of J. F. Smith, who interpleaded therein, show a super 127 ior right in himself. Personal property follows the Beers, 143 Ill. 25, 33 N. E. Rep. 61. Another gage its future earnings was affirmed in Jessup v. Bridge, 11 Iowa, 575, although the decision was founded to some extent on considerations of public policy. See, also, Dunham v. Isett, 15 Iowa, 293. The principles which govern the cases cited are applicable to the one under consideration. That an account for money due may be sold cannot be questioned, and an interest in such an account, less than an unqualified ownership of it, may be transferred. Since a valid mortgage may be given on merchandise not in existence, and on crops neither grown nor planted, we must hold that one may be given on a claim for money not earned. In such cases the mortgage attaches to the property designed to be included therein when it is brought into existence," The substantial averments of the plea are that, "prior to December 10, 1890, the copartnership of Collier, Robertson & Hamilton was engaged in business in the City of Keokuk, Lee county, Iowa. That while so engaged, sundry persons, residents of Hancock county, Illinois, became indebted to said firm, which indebtedness was evidenced by open accounts in the books of said firm. That on said 10th day of December, 1890, said firm of Collier, Robertson & Hamilton, by two certain instruments in writing, transferred and set over to J. F. Smith, as trustee, certain personal property to secure to the beneficiaries therein named sundry debts due and owing by the firm of Collier, Robertson & Hamilton; the description as applied to choses in action in the first conveyance being as follws, to-wit: Also all notes and accounts beloning to the grantors, whether in process of collection or not *** the intention being to convey all personal property, choses in action of the grantors, as fully as if each item was mentioned, and including all books of accounts therein contained.'" And in the second instrument occurs the following: "Also all notes, accounts, account books and accounts therein, including judgments belonging to said firm, and including all the property in and about said premises belonging to the grantors, whether named herein or not." That each of said instruments was on the day of its execution filed for record in Lee county, Iowa, at Keokuk. That the Consolidated Tank Line Company had not only constructive notice of the existence of said instruments as given by the fact of recording, but also had actual notice of the acknowledgment, execution, and delivery of same. That under and by virtue of said instruments and under and by virtue of the laws of the State of Iowa there was transferred and set over unto J. F. Smith, as trustee, the debts due from the several garnishees in this case. That under and by virtue of said instruments in writing J. F. Smith, as trustee, took possession of the books of accounts and evidences of indebtedness from the said garnishees, and prior to the service of garnishment in this case notified each of said several garnishees that said several sums due from said garnish ees to said Collier, Robertson & Hamilton had been assigned, conveyed, and transferred to J. F. Smith, trustee, and that he was entitled to receive the said sums due from said several garnishees. That said Smith accepted the trust created by said instruments, and at once took the open and manual possession of the property described in said instruments. and control of the evidences of the indebtedness of the several garnishees to the firm of Collier, Robertson & Hamilton. That the Consolidated Tank Line Company as engaged in business in the City of Keokuk, and the claim sued on by it grows out of a transaction arising in the State of Iowa. Appellees insist that the plea is uncertain and insufficient, that it fails to set out the laws of the State of Iowa, and fails to show the mortgages were properly executed according to law. The objection that the instruments were not properly executed, they being set out in haec verba, is that they are signed in the firm name, and the acknowledgment thereof to the first is: "State of Iowa, Lee county-ss.: Be it remembered that on the 10th day of December, 1890, before me, Nannie Smith, notary public in and for said county, personally appeared Collier, Robertson & Hamilton, by Hugh Robertson, of said firm, personally known to me to be the identical person who signed the name of said firm to the above mortgage, as mortgagors, and to be a member of said firm, and acknowledge the execution thereof to be the voluntary act and deed of said firm for the purpose therein expressed, and on the same day the other members of said firm acknowledged the execution of said instruments to be the voluntary act and deed of said firm." And the acknowledgment of the second is: "State of Iowa, Lee county Be it remembered that on this 10th day of December, 1890, before me, Nannie M. Smith, a notary public in and for said county, personally appeared Collier, Robertson & Hamilton, by each one of said firm, and who are personally known to me to be the identical persons who signed this mortgage, and to be a member of said firm, and one of whom who signed the name of said firm to the above mortgage as mortgagors, and acknowledged the execution thereof to be the voluntary act and deed of said firm for the uses and purposes therein expressed." And both signed by the notary public with seal attached. The plea contains this averment: "Which instruments of writing were on the same day, to-wit, December 10, 1890, duly acknowledged and delivered in accordance with the laws of the State of Iowa," etc. That averment was a sufficient averment of the sufficiency of the acknowledgment under the laws of the State of Iowa in pleading. But whether regarded as mortgages or an equitable assignment of the accounts, we hold that with the notice that plaintiff had, as averred in the plea, and from the intentions of the parties as it may be gathered from the instruments themselves, it was the intention of the firm to convey the accounts in trust for security, and was an equitable assignment of |