96 Minn. 241 | Minn. | 1905
The facts in this case are as follows: During the years 1901, 1902, and 1903, one Shanahan was defendant’s agent at Worthington, Minnesota, for the sale of its threshing machines and other farm implements, and his appointment and authority as such were embodied in a written contract (Exhibits “B 1” and “B 2”) which specifically stated and fixed the terms of the agency. The contract in a general way clothed the agent with authority to sell defendant’s machinery on the terms and conditions specified therein, and provided that the company would furnish order blanks to the agent, which he was required to use in taking orders for machinery, whether the sales were for cash or on time; that all orders should be filled out in triplicate, one copy to be forwarded at once to the company’s branch office at Minneapolis, one to be delivered to the purchaser, and the other to be retained by the agent at his office, and to contain a property statement by the purchaser and the terms and conditions of the sale; that all money, notes, and security taken by the agent on any sale should belong to the company, and that no verbal modifications in the terms of the contract would be recognized by the company; and specified particularly the terms on
In December, 1902, Shanahan sold one of defendant’s threshing machines to plaintiffs, taking from them the order required by his contract of agency and in which the price and terms of sale were stated, viz.: A complete threshing outfit for the sum of $3,350, payable in three annual instalments of $850 each; and as a part of the contract, and in part payment of the purchase price, the agent agreed to accept and receive 'from plaintiffs certain horses and old machinery, valued at $S0O, which agreement was incorporated in the body of the order. The horses and old machinery were subsequently delivered to the agent, who accepted and received the same in accordance with the terms of the contract. The agent ordered the threshing machine to be sent on by defendant, and it arrived in August, 1903, consigned to Shanahan. For reasons not clearly disclosed by the evidence, the parties at about the time the machine arrived, the agent acting for defendant, rescinded the contract and plaintiffs were relieved from further obligations thereunder. Whether this rescission was brought about because of the fact that plaintiffs were unable to pay freight charges for the transportation of the machine to Worthington, as they had agreed to do by the terms of the order, or because the machine had arrived so late in the threshing season as to make it practically certain that few jobs of threshing could be then obtained, we need not stop to inquire. The fact remains that the order for the machine was canceled and the contract rescinded by mutual consent, and the agent subsequently sold the machine to other parties.
Prior to this time the agent sold the horses and old machinery delivered to him in part payment, and neither the property nor the proceeds thereof was ever returned to plaintiffs. This action was brought to recover the value of such property, on the theory that defendant was responsible for the acts of its agent and bound thereby. The defense to the action was: (1) That the contract by which the agent took the property from plaintiffs in part payment for the machine was without and beyond the scope of his authority, and unauthorized; and (2) that plaintiffs subsequently released defendant from liability on account of the transaction. Plaintiffs had a verdict in the court below, and defendant appealed from an order denying its alternative motion
1. The court instructed the jury upon the principal question in the case, the authority of the agent, as follows:
If you believe from the evidence and under the instructions that in the course of the defendant’s business Shanahan made exchanges of property similar to the one in controversy here, and assuming to act for the defendant therein, and for so long a period prior to the making of the transaction in question, and during the times Exhibit B — 1 and Exhibit B-2 were in force, as to fairly satisfy your minds, and to fairly justify the inference that this defendant company had given him such authority, or authority to so do, then you should resolve this question in favor of the plaintiffs.
Counsel do not complain of this as an inaccurate statement of the law, but the contention is, as we understand it, that the undisputed facts in the case render that rule of law inapplicable. We do not concur in this contention. It is thoroughly settled in this state that a principal may so conduct his business through an agent as to become liable for the acts of the agent outside of his express or actual authority. Thus in Columbia Mill Co. v. National Bank of Commerce, 52 Minn. 224, 53 N. W. 1061, it was held that on the question of the authority of an agent, the party dealing with him might prove the course and manner of business as conducted between the principal and agent, from which actual authority to do particular acts would be implied, though the party dealing with the agent did not know of such course and manner of doing business at the time of dealing with him. It was also there held that authority of the agent might be assumed or implied in cases where the principal negligently permitted him to exercise authority not expressly granted. That case was followed and applied in Best v. Krey, 83 Minn. 32, 85 N. W. 822, where the same principle was laid down and adhered to.
This, it occurs to us, beyond any question was such a negligent manner of conducting its business with the agent as to charge defendant with liability, even though it had no actual notice of the terms of this contract. If defendant had insisted upon a compliance with the terms
The evidence shows that the agent had made numerous other sales on the same terms and conditions as here under consideration, but the orders taken on those sales were, like the one in the case at bar, retained by the agent with the consent of defendant. The evidence brings the case fairly within the principle of the authorities cited, and there was no error in the instruction of the court.
2. It is claimed that subsequent to the time plaintiffs demanded of defendant a return of the property delivered to the agent, or payment of its value, plaintiffs by written contract released and discharged defendant from all liability on account of that transaction. ■ The question whether this release was signed by plaintiffs with knowledge of its contents and for the purpose of discharging defendant from liability was properly submitted by the trial court to the jury. The release recites that, in consideration of one dollar paid to plaintiffs, they released defendant from any and all claims in damages or otherwise which they might have against it on account of the property turned over to the agent in part payment of the machine for which they gave their order. The testimony on the part of defendant is that this release was signed by plaintiffs with full knowledge of its contents, and that the consideration mentioned, one dollar, was paid to them at the time. The evidence on the part of plaintiffs is to the effect that the release was signed without knowledge of its contents; that defendant’s agent, who procured plaintiffs’ signature, expressly represented to them at the time it was signed that it contained nothing which would release defendant from liability on account of this property, and on the strength of that representation it was signed without reading. They also denied that the consideration expressed in the writing was ever paid to them.
It is elementary that as between the parties to a written contract, where one is induced by the false statements of the other to sign the same, he is not bound thereby and may defend against the contract on the ground of fraud, even though he was negligent in signing with
We have examined all the assignments of error, and discover no reason for reversing the case; and the order appealed from is affirmed.
Order affirmed.