126 Wis. 362 | Wis. | 1905
Doubtless if the transaction between the defendant and the plaintiffs was a contract by the former to sell real estate to the'latter, a breach arising out of absence of title in the defendant as to which it was honestly mistaken at the time of making the contract would result in liability only for special damages, probably not including the value of the bargain which plaintiffs thereby lost. Arentsen v. Moreland, 122 Wis. 167, 99 N. W. 790. But the complaint is founded upon
The remaining question, much debated, is whether the bank did so act. Appellant’s discussion of the subject is somewhat confused by his persistency in viewing the transaction as a ■contract to sell real estate, whereas, as already declared, it must be considered as a mere contract of employment of an agent to find a customer. We find no conflict in the evidence that, among the duties and authority actually imposed upon the cashier of this bank, was that of taking customary and usual steps to find customers for such lands as these acquired by the bank in collection of its credits, speedy sale of which was demanded both by the interest and the legal duty of the ■corporation. Such aspect of his authority is testified to by •officers and directors, and not contradicted except by absence of express by-law or resolution imposing such duty upon him. No other officer, however, had either duty or authority io perform such acts which were proper, nay essential, to the •conduct of the corporation’s ordinary business. The cashier was the chief executive officer, with no active superior except the board of directors, who acted, as do many such boards, only to direct upon doubtful questions specifically submitted to them. In all ordinary business the cashier was as completely the corporation as can well be conceived. It is urged, however, that, even if he had authority to contract for assistance in selling lands of the bank, be certainly had none to so -contract- with reference to lands in which the corporation had no interest. Let this be conceded, in a certain sense, but we must also concede that, in the same sense, the corporation itself was without power to deal in reference to such lands. Whatever a corporation can do at all, rightfully or wrongfully, it
It is entirely clear, as already stated, that, if an individual employs an agent to find a customer for certain lands, be becomes liable for tbe agreed compensation whether he owns them or not, although he may have acted on the mistaken supposition that he has title. He impliedly represents that he does OAvn them. When a business is conducted by a corporation, safety and justice require that it be held to the same responsibility as an individual for the detail acts involved. It must be possible for it to mislead by its mistakes or misrepresentations such as might occur were an individual conducting similar business for himself. Hence, when an agent is clothed with the power of the corporation to conduct a certain business, he is also clothed with the poAver on behalf of the principal to make mistakes or representations as might an individual in the ordinary course of such a business. Necessarily an agent to hire services to be performed upon any property must, in the course of such duty, designate the thing to be worked upon. Such designation is in the course and scope of his agency, and a false or erroneous designation must be. Agency to represent the truth necessarily involves power to misstate, for the making of some statement is within the scope of the delegated business, and responsibility for the right or wrong use of that power must rest upon the principal. Illustrative cases are cited above. Authority to cause arrests of trespassers or debtors has been held to include selection and
Another general rule in the law of agency supports the same conclusion.
“Where the authority of the agent depends on some fact outside the terms of his power, and which, from its nature, rests particularly within his knowledge, the principal is bound by the representation of the agent, although false, as to the existence of such fact.”
The exercise of the authority itself is, unambiguously, such a representation. North River Bank v. Aymar, 3 Hill, 262; Griswold v. Haven, 25 N. Y. 595; N. Y. & N. H. R. Co. v. Schuyler, 34 N. Y. 30, 68; Conroe v. Case, 79 Wis. 338, 48 N. W. 480. The same idea as to acts of corporate officers is phrased by Oole, O. J.:
“If the contract can be valid under any circumstances, an innocent party in such a case has a right to presume their existence, and the corporation is estopped to deny them.” Gano v. C & N. W. R. Co. 60 Wis. 12, 15, 17 N. W. 15; S. C. 66 Wis. 1, 27 N. W. 628, 838.
The cashier having actual authority to employ plaintiffs to find customers for these lands if they belonged to the corporation, and having peculiar knowledge whether they did, and plaintiffs being ignorant, the cashier’s representation of that fact concluded the defendant as to its agent’s authority to make the contract.
We cannot avoid the conclusion that plaintiffs’ cause of action, as stated in the complaint, was established upon undisputed facts, and that the trial court rightly directed the verdict.
By the Oourt. — Judgment affirmed.