Anderson, Clayton & Co. v. Mangham

32 Ga. App. 152 | Ga. Ct. App. | 1924

Bell, J.

(After stating the foregoing facts.) “If a person imposes upon another the duties and responsibilities involving the management and control of a business, such person will be presumed to have authority to represent his employer in any matter within the scope of the business.” Pickens v. Thomas, 152 Ga. 648 (1), 650 (111 S. E. 27). Under the allegations of the petition that the defendants were nonresidents, engaged in buying and selling spot cotton, maintaining agencies in various parts of the South, including an office and agency in the city of Atlanta, and that the agent with whom the plaintiff dealt was in charge of this office, with.territory assigned to him, including certain counties in this State, he was a general agent, presumed to have authority to represent his employer in any matter within the scope of the business of buying and selling spot cotton in the territory named. Thus, as against a general demurrer, and especially in view of the averment that the agent “had authority and power to employ men for the defendant in the territory assigned to him,” the petition sufficiently disclosed that the alleged contract was made on behalf of the defendant by an authorized agent. Nor was there any merit in the special demurrer. “An averment that an agent was 'duly authorized5 to act for his principal is not objectionable as being a conclusion. 16 Enc. Pl. & Pr. 900.” Kiser Co. v. Padrick, 30 Ga. App. 642 (13) (118 S. E. 791).

It is contended further that the contract is unilateral. “The consent of the parties being essential to a contract, until each has assented to all the terms the contract is incomplete; until assented to, each party may withdraw his bid or proposition, unless a given time is agreed on in which the other party may assent.” Civil Code (1910), § 4230. It is also true that “An answer to an offer will not amount to an acceptance, so as to result in a contract, unless it be unconditional and identical with the terms of the offer.” Monk v. McDaniel, 116 Ga. 108 (3) (42 S. E. 360). To constitute a contract, the offer must be accepted unequivocally and without variance of any sort (Gray v. Lynn, 139 Ga. 294, 77 S. E. 156; Dillin-Morris Co. v. Gillespie, 15 Ga. App. 210 (1), 82 S. E. 812); but an offer may contemplate acceptance by the doing of an act; and if the act be performed while the offer is in life, a binding contract is created, and the person making the offer must abide by its terms. Sheffield v. Whitfield, 6 Ga. App. 762 (2) (65 S. E. 807). “If the promisee, acting on the faith of the promise, within a reasonable time, does the thing which it was contemplated he should do, then the promisor is bound on the ground that the thing done is a sufficient and completed consideration.” Morrow v. Southern Express Co., 101 Ga. 810, 812 (28 S. E. 998). Measured by these rules, the contract set out in the declaration was not unilateral, or wanting in mutuality. It is shown in paragraph 6 that the defendants, by their agent, made the plaintiff an offer which was to be accepted by the plaintiff’s making “the needful arrangements” and that the plaintiff thereafter did accept the offer by doing the things specified. See Fontaine v. Baxley, 90 Ga. 416 (1), 425 (17 S. E. 1015).

With reference to the remaining contentions, the contract as alleged was not void for uncertainty, nor are the damages claimed too remote or speculative to be recovered, if proved as laid. Civil Code (1910), §§ 4402, 4394, 4395; Baldwin v. Marqueze, 91 Ga. 404 (3) (18 S. E. 309); American Agricultural Chemical Co. v. Rhodes, 139 Ga. 495 (1) (2) (3) (77 S. E. 582); Civil Code (1910), §§4216, 4222.

The court did not err in overruling either the general or the special demurrer.

Judgment affirmed.

JenJcins, P. J., and Stephens, J., concur.