123 Wis. 389 | Wis. | 1904
• We have been unable to see why the judgment rendered in this case should not be affirmed. It was entirely competent for the bank to take assignments of the invoices in question, and such assignments alone would transfer good title thereto, subject, of course, to all proper offsets 'which the defendant then had against the assignor. No consent on the part of the defendant was necessary to accomplish this result. But such assignments alone would be a doubtful security, especially in view of the fact that the assignor was continually buying scrap on credit from the railroad company. It would seem almost a demonstration from the wording of the agreement itself that this was the very difficulty which the written agreement executed by the purchasing agent of the railroad company was intended to meet and correct. Obviously the purpose of that agreement was to make the assigned invoice'better security; otherwise it was unnecessary. The bank evidently wished a direct acknowledgment of the account, and an agreement to pay the proceeds to itself instead of to the assignor. This‘is just what the written agreement executed by the purchasing agent and attached to each invoice does in unmistakable words. Not only this, but the promise is to pay the net amount thereof “after deducting cost of transportation and other reasonable charges.” This excludes other deductions. Certainly the words “other reasonable charges” cannot by any process of reasoning be logically held to refer to set-offs for goods sold.
But it is said that tbe purchasing agent bad no authority to make these agreements, and evidence was introduced tending to show that tbe by-laws of tbe company conferred no such power upon him, and that be bad received no express authority from bis superior officers to execute such agreements. Tbe testimony showed, however, that tbe purchasing agent was known as a general officer of tbe defendant; that he purchased all tbe material for tbe road on bis own judgment, and that for twelve or thirteen years be both purchased tbe brasses and sold tbe scrap, and made tbe agreements in question monthly; that there was no secrecy in these arrangements, but that, on tbe contrary, tbe items were entered in •a separate account in one of tbe railroad books, called a “voucher register,” with tbe credit entry, “Batavian Bank for brasses bouglit of tbe John James Co.;” and that each monthly account was thereafter in due time paid by check ■or draft in favor of tbe bank.
A course of business dealing by an agent so public and long continued as tbis is surely sufficient to create an apparent authority which may be safely relied upon by one dealing with tbe corporation upon tbe faith thereof. Ford v. Hill, 92 Wis. 188, 66 N. W. 115.
By the Court. — Judgment affirmed.
