A corporation is a legal entity, separate and distinct from its stockholders. Majestic Co. v. Orpheum Circuit, 21 F.2d 720, 724 (8th Cir. 1927); Charles Weitz's Sons v. U.S. Fidelity Guaranty Co., 206 Iowa 1025, 1030-31, 219 N.W. 411, 413-14 (1928). The courts will ignore the fiction of the corporate entity "cautiously and only when circumstances justify it."
Where the words of the policy cannot be interpreted on their face without the policy being subject to more than one reasonable interpretation, the court may turn to extrinsic evidence to ascertain the meaning of the parties. Charles Weitz's Sons v. United States Fidelity Guaranty Co., 206 Iowa 1025, 219 N.W. 411 (1928); Transport Indemnity Co. v. Dahlen Transport, Inc., 281 Minn. 253, 161 N.W.2d 546 (1968); cf. Hamilton v. Wosepka, 261 Iowa 299, 154 N.W.2d 164, 168 (1967). If this evidence is conflicting it should be resolved by a jury. Brammer v. Allied Mutual Insurance Co., supra, 182 N.W.2d at 172-173; General Casualty Co. of Wisconsin v. Hines, supra, 156 N.W.2d at 122-123.
In effect, they argue that the defendants are estopped from raising the statute of limitations defense. In support of this position, plaintiffs have cited the case of Charles Weitz's Sons v. United States F. G. Co., 206 Iowa 1025, 219 N.W. 411 (Iowa 1928). The Alodex defendants have convincingly argued that the Weitz case is distinguishable here, but this finding does not foreclose the issue.
Before the service rule was amended to require an extension upon a showing of good cause, to prevent similar injustices we have long applied the doctrine of estoppel to pre-trial rules regarding the limitation of actions. See, e.g., Weitz' Sons v. United States Fid. Guar. Co., 206 Iowa 1025, 1033-35, 219 N.W. 411, 415 (1928) (defendant in counterclaim estopped from pleading the statute of limitations where an agreement claim should await the outcome of another case); Holman v. Omaha Council Bluffs Ry. Bridge Co., 117 Iowa 268, 273, 90 N.W. 833, 834 (1902) (railroad estopped from asserting a statute of limitations defense after one of its directors entered into settlement negotiations with the plaintiff and orally promised not to plead the statute of limitations if she delayed filing her suit). We have acknowledged the applicability of this doctrine in the service of process context.
We had occasion to consider a contention somewhat analogous to plaintiff's claim here and said the "plenary power of a court of equity" (to hold an identity of parties between a corporation and its sole or minority stockholders) "is most frequently invoked where a question of fraud is involved." Charles Weitz' Sons v. United States Fidelity Guaranty Co., 206 Iowa 1025, 1029, 1030, 219 N.W. 411, 413. An examination of the Fletcher Cyclopedia reveals that author has reached the conclusion we have expressed in this division: "That one * * * corporation may own * * * all of the stock of a corporation does not establish a legal identity * * * so as to make acts by one the acts of the other."
We agree with the decision of the district court that the language used in the contract, Exhibit A, was amply clear, certain and unambiguous, and hold that the construction to be placed on the contract was for the court and not for the jury. See Rath v. Schoon, 192 Iowa 180, 182 N.W. 180; Seibel v. Commonwealth Life Ins. Co., 194 Iowa 701, 190 N.W. 173; Comptograph Co. v. Burroughs Adding Mach. Co., 179 Iowa 83, 159 N.W. 465; Weitz' Sons v. United States Fid. Guar. Co., 206 Iowa 1025, 219 N.W. 411; Equitable Life Ins. Co. v. Johnston, 222 Iowa 687, 269 N.W. 767, 108 A.L.R. 257; Hubbard v. Marsh, 241 Iowa 163, 40 N.W.2d 488; Farrell v. Wallace, 161 Iowa 528, 143 N.W. 488; Lamson v. Horton-Holden Hotel Co., 193 Iowa 355, 360, 361, 185 N.W. 472, 474, 26 A.L.R. 465; 12 Am. Jur., Contracts, section 232, page 756. In Lamson v. Horton-Holden Hotel Co., supra, we said: "No fraud or misrepresentation is charged or proven on either side. * * * If there be neither fraud nor mistake justifying equitable interference, the terms of the contract as written must prevail."
Where a contract is complete and its terms are neither ambiguous nor uncertain parol evidence to explain it is inadmissible. Rath v. Schoon, 192 Iowa 180, 182 N.W. 180; Seibel v. Commonwealth Life Ins. Co., 194 Iowa 701, 190 N.W. 173; Comptograph Co. v. Burroughs Adding Machine Co., 179 Iowa 83, 159 N.W. 465; Weitz Sons v. United States F. G. Co., 206 Iowa 1025, 219 N.W. 411. In Heiple v. Reinhart, 100 Iowa 525, 528, 69 N.W. 871, 872, we said:
We must give to the words used their reasonable and ordinary meaning. Weitz' Sons v. United States F. G. Co., 206 Iowa 1025, 219 N.W. 411. The receipt and release agreement says it acknowledges full compensation "sustained by him in consequence of — during laying of above line * * * This instrument * * * is in full force * * * concerning any additional lines * * *."
Appellants call our attention to the case of First Trust JSL Bk. v. Galagan, 220 Iowa 173, 176, 261 N.W. 920, 921, wherein Justice Richards, speaking for this court, said, we quote: "We think the question has been answered adversely to plaintiff's contention by our holding in Weitz Sons v. U.S.F. G. Co., 206 Iowa 1025, 219 N.W. 411. In that case the members of a partnership owned 99.8 per cent of the capital stock of, and were the directors of, a corporation; both concerns having offices in the same building.
The remaining question is whether there was in fact such identity that the Realty Company and the bank constitute but one entity, or in other words that the Realty Company was a fiction. We think the question has been answered adversely to plaintiff's contention by our holding in Weitz Sons v. U.S.F. G. Co., 206 Iowa 1025, 219 N.W. 411. In that case the members of a partnership owned 99.8 per cent of the capital stock of, and were the directors of, a corporation; both concerns having offices in the same building.