129 Va. 256 | Va. | 1921
delivered the opinion of the court.
F. W. Stock & Sons is a corporation engaged in the milling business at Hillsdale, Michigan, and manufactures and sells large quantities of mill feed. In furtherance of its business it maintained an office at Norfolk, Virginia, which was conducted in the corporate name of F. W. Stock & Sons, and was in charge of Harold Stock. Owen & Barker were commission merchants of the city of Lynchburg, Virginia. Prior to the present controversy they had bought mill feed of F. W. Stock & Sons, and their method of doing business was to ask quotations of F. W. Stock & Sons, Norfolk, Virginia, and upon receipt of satisfactory quotations to order what was desired of F. W. Stock & Sons, Norfolk, Virginia.
On July 12, 1919, having previously received quotations, Owen & Barker ordered by telegram one carload of feed at the quoted price. The telegram was addressed to “F. W. Stock & Sons, Norfolk, Va.” On the same date they received a telegram from Norfolk, saying: “All right, it’s a
wired yesterday, mills now advise date for starting very indefinite and impossible for them to ship by August tenth. Will deferred shipment do, if not will have to cancel?” To this telegram Owen & Barker replied by telegraph on the same date: “Upon receipt your confirmation we confirmed to customer; cannot cancel; have mill make supreme effort and fill contract.” This telegram was followed by a letter confirming it. This correspondence was followed by further correspondence, chiefly by letter, between F. W. Stock & Sons at. the Norfolk and Hillsdale offices on the one side and Owen & Barker on the other, which need not be further noticed than to say that F. W. Stock & Sons were seeking to explain how the mistake had been made and their inability to fill the orders, and Owen & Barker were insisting that if error had occurred it was through no fault on their part, that they had come under obligations to their customers which they were bound to fulfil, that they wére willing to accept shipments if they could be made
The plaintiff in error assigns two errors: First, that there was no completed contract of sale between the parties; and, second, if there was, the damages are excessive.
Owen & Barker have dealt with the utmost faith throughout the transaction, and have honestly endeavored to minimize the loss of F. W. Stock & Sons, and the latter has held out its Norfolk office as having authority to make the contracts in suit. If the Norfolk office be treated ás a mere agency with limited authority, under the facts of this case, the apparent authority of the agent was its real authority. Owen & Barker were not bound by any secret instructions or restrictions given to or imposed upon the Norfolk office of which they had no notice. Lysle Milling Co. v. Holt & Co., 122 Va. 565, 95 S. E. 414, and cases cited.
In Bronson v. Chappell, 12 Wall. 681, 683, (20 L. Ed. 436) it is said: “Where one, without objection, suffers another to do acts which proceed upon the ground of authority from him, or by his conduct adopts and sanctions
We find no error to the prejudice of the plaintiff in error, and the judgment of the trial court will, therefore, be affirmed.
Affirmed.