157 P. 791 | Or. | 1916
delivered the opinion of the court.
The Sumpter Lumber Company was operating a mill in Sumpter with George Blanchard employed as a bookkeeper; and, while he “wasn’t really manager” or an officer of the company, he had charge of the mill, planer and commissary. Seymour H. Bell, a stockholder who resided in Sumpter, cruised and purchased timber for the company. The officers of the Sumpter Lumber Company lived in Tacoma, Washington. The partnership instructed Stenoff to find a suitable site for the erection of a slaughter-house to be used in connection with the meat business, and he accordingly interviewed Blanchard with reference to the purchase of a tract pointed out by the latter, and in the month of February, 1905, they “came to an agreement as to price and terms.” The price was $250 and the terms required the payment of monthly installments of $25. Blanchard had no written or other authority to sell land belonging to the company, nor did he represent
The partnership took possession of the land, and early in the spring of 1905 had fenced the tract and completed a slaughter-house, and ever since that time the partnership and its successors have had possession of the premises and used them for slaughtering animals. Blanchard believed that the agreement was advantageous to the company, and consequently he thought that it would meet with the approval of the officers of the Sumpter Lumber Company; it is also probable that Stenoff entertained the same belief; and these circumstances may account for the fact that Stenoff paid the first installment soon after agreeing on the terms and price with Blanchard and subsequently paid the remaining installments, the final payment being made in March, 1906. Blanchard testified that:
“Before Mr. Stenoff made the last payment he told me he was ready to pay the other one any time if I would send to Mr. Hewitt and get a deed. * * They wrote to Mr. Hewitt for a deed and Mr. Hewitt wrote back absolutely refusing to sell it because he wanted it*517 to use at some future time for a mill site and they wouldn’t sell it.”
Blanchard says that he informed Stenoff of the refusal of Hewitt, the president, to sell, and also “told Mr. Stenoff that I felt Mr. Hewitt had the wrong impression of the value of the ground; that he thought it was down there where it was suitable for a sawmill site, and I felt sure that if when he came down and saw the ground and its worthlessness, there would be no trouble in getting a deed.”
The plaintiff argues that Blanchard could not have had this conversation with Stenoff, on the assumption that it occurred after April 16, 1906, the date of the letter addressed to Blanchard by Hewitt, and therefore after Stenoff had left the country. Blanchard testified, however:
That the conversation occurred before he received the letter of April 16,1906; that “it was after the conversation when he had told me he was ready to make the final payment for the deed. I don’t know January or February after the previous letter had been written, asking for a deed,” and “before I wrote this letter referred to in defendant’s Exhibit 1 I wrote myself to Mr. Hewitt.”
At some time between May 1, 1906, and the fall of that year when Blanchard moved away from Sumpter, W. P. Smith talked with Blanchard about a deed, and the latter, when referring to this talk, testified:
“I told him I thought I could [get a deed] just to let it go until I got young Mr. Hewitt down and I felt sure when he saw the ground and thoroughly understood it wasn’t good for a sawmill site I believed he could get a deed.”
No demand has ever been made for a return of the money, although Blanchard offered to return all the money when he ascertained that he “couldn’t get a
1, 2. The possession of plaintiff and his predecessors coupled with the improvements might warrant the granting of relief to plaintiff if such possession and improvements are referable to a contract originally authorized or afterward ratified by the Sumpter Lumber Company. The contract relied upon by the plaintiff, however, was neither authorized nor ratified by the company. Stenoff was acting as the representative of the partnership, and consequently the partnership is deemed to have knowledge of whatever the representative knew. Even though Stenoff actually believed that Blanchard had authority to make the oral
3. The principal did not expressly or impliedly ratify the unauthorized agreement, but, on the contrary, when notified of the transaction, the president immediately disavowed the unauthorized act of the agent and Stenoff was promptly informed of such disavowal. The retention of the moneys paid to the company did not work a ratification. Blanchard offered to return the money or to rent the land, and no one ever demanded that the money be returned. Blanchard thought, and Stenoff hoped, that when the officers came to Sumpter and saw the land a deed would be executed; the partnership neither demanded nor accepted a return of the money, although Blanchard offered to return it. The members of the partnership were satisfied to leave the money with the company, and they were willing to take any risk involved, feeling, in the language of Blanchard, that “it would all come out in the wash.” The fact that they have been disappointed does not warrant the granting of the relief asked for. The agreement relied upon by the
The plaintiff is not entitled to any of the relief prayed for, and the decree is therefore affirmed.
Affirmed.