53 Md. 28 | Md. | 1880
delivered the opinion of the Court.
Assuming without deciding the contract sued on to be one that could be enforced, if made upc^n competent authority, the case turns upon the question whether the agent with whom the plaintiff dealt had authority from the defendants to employ the plaintiff upon the terms alleged, and as disclosed in proof.
It is clearly shown by the plaintiff himself that R. H. Mitchell possessed no general power as agent of the defendants to employ counsel to prosecute legal proceedings for them. Mitchell was, at the time of the alleged employment of the plaintiff, only a special agent of the defendants to effect insurance on lives; and when the subject of the employment was first broached to the plaintiff by Mitchell, the former appears to have understood the necessity of first having special authority from the defendants, for he expressly says he was doubtful of Mitchell’s authority, and he therefore requested him to write and get authority from the defendants for the proposed employment. Sometime thereafter Mitchell did write, and the whole evidence of authority from the defendants for the employment of the .plaintiff to take legal proceedings in their name, is contained in the letter of Mitchell to the Vice-President of the defendants, dated the 15th of October, 1878, and
It appears the plaintiff, acting upon the supposition that Mitchell had written and obtained the authority from the defendants as requested, proceeded, on the 3rd of Oct., 1878, to file a bill in equity against the judgment debtor and others to vacate a deed of trust supposed to have been made in fraud of creditors; and that it was not
In this case, it being conceded that Mitchell was hut a special agent, acting under special written instructions from his principal, none of the difficulties that frequently occur in drawing the line that separates the powers of a special agent from those of a general agent, can arise. In cases like the present, the power of the agent and the rights of the party dealing with him, as against the principal, depends upon the legal construction of the written authority under which it is claimed the agent acted; and it is settled, that the construction of the letter of authority is exclusively for the Court. Ferris vs. Walsh, 5 H. & J., 306, 308. The authorities are numerous to the effect that, in the case of a special agent, the principal cannot he hound without or beyond the authority delegated by him; and if an agent he acting under such special authority, whether written or verbal, the party dealing with him is
Now, with these well settled principles in mind, let us examine the terms of the letters in which the authority is supposed to be found for the employment of the plaintiff on the terms alleged by him. The letter from Mitchell to the defendants asked for the unqualified delegation of authority to effect the employment, with the assurance that the defendants would get sixty cents in the dollar on their claim, and that the plaintiff would take a policy of insurance on his life at the same time. The defendants said in reply that they approved of the proposition made; but, while approving the proposition, they did not accept it without guards and conditions added. In the first place, they desired it to be distinctly understood that they were' to be at no cost or charges on account of the proceeding proposed, over and above the forty per cent, of the claim to be collected. This proposition requiring the plaintiff to assume the responsibility for the costs, was one to which he, as an attorney, could not, of course, assent, but he says he made no arrangement whatever in regard to the costs; and although he could not assent to the proposition to become liable for the costs himself, yet he was put to the alternative of either rejecting the proffered employment, or negotiating for a change in the terms contained in the letter to Mitchell. But to this requirement in the defendant’s letter the plaintiff appears to • have paid no attention. In the next place, the defendants desired that it should be expressly stated to them, what amount of the
There were other questions presented by the record and argued at the bar, but we have not deemed it necessary to pass upon those questions, and we intimate no opinion in regard to them.
Seeing that the plaintiff has no ground of action, we shall reverse the judgment without awarding a new trial.
Judgment reversed.