Geo. K. Hubbard & Co. v. Tenbrook & Bro

| Pa. | Feb 25, 1889

Opinion,

Me. Justice Mitchell:

This case affords one among many examples of the failure of the so called reformed procedure to accomplish anything towards the brevity, the clearness, the accuracy, or the convenience of legal forms. So long as the fundamental principle of our remedial jurisprudence shall be, that upon conflicting evidence the jury shall ascertain the facts, and upon ascertained facts the judges shall pronounce the law, so long will it be a cardinal rule of pleading, by whatever name pleading shall be called, that the line of distinction between facts and the evidence to prove them, shall be kept clear and well, defined. The notion of the reforming enthusiast that the average litigant or • his average lawyer can make a shorter, clearer, or less redundant statement of his case if left to his own head, than if directed and restrained by the settled forms, sifted, tested, and condensed as they have been by generations of the acutest intellects ever devoted to a logical profession, is as vain as that of any other compounder of panaceas.

The plaintiff’s statement is at least three times as long as a declaration in the established forms need have been, and about half of it is occupied not with the averment of facts, but with a recital of evidence. Indeed the strongest argument for the defendants is that the statement fails to aver two essential facts, to wit, the delivery of the goods to Sides, and the agency of Sides for the defendants as his undisclosed principals.

Fortunately for the plaintiff his statement is helped out as to the first fact, by the bill of particulars, which, being sworn to be a copy of his book of original entry, imports delivery as well as sale. The agency, though stated in the objectionable form of an inference from the previously recited evidence, is clearly intended to be averred and may fairly be so treated.

Taking the statement therefore in its plain intent, it sets out that plaintiff sold and delivered a quantity of hams to one Sides, who was conducting a grocery business in his own name but with the property and as the agent of defendants. The defendants filed an affidavit of defence, and a supplementary one, the substance of which is that “ Sides was not the agent of defendants to purchase from plaintiffs or any one else,” and that he “ was employed as salesman only, by said defendant, without any authority whatever to act for or bind defendants for the purchase of any goods or merchandise upon credit of the said defendants.” We have thus the question presented whether an agent may be put forward to conduct a separate business in his own name, and the principal escape liability by a secret limitation on the agent’s authority to purchase.

The answer is not at all doubtful. A man conducting an apparently prosperous and profitable business obtains credit thereby, and his creditors have a right to suppose that his profits go into his assets for their protection in case of a pinch or an unfavorable turn in the business. To allow an undisclosed principal to absorb the profits, and then when the pinch comes, to escape responsibility on the ground of orders to his agent not to buy on credit, would be a plain fraud on the public.

No exact precedent has been cited. None is needed. The rule so vigorously contended for by the plaintiff in error that those dealing with an agent are bound to look to his authority, is freely conceded, but this case falls within the equally established rule that those clothing an agent with apparent authority, are, as to parties dealing on the faith of such authority, conclusively estopped from denying it.

The affidavits set up no available defence, and the judgment is affirmed.