290 Mass. 235 | Mass. | 1935
For a week or ten days in the fall, in the • years 1928, 1929 and 1930, the defendant conducted an exhibition in the Mechanics Building in Boston under the name “Boston Food Fair,” which was registered under what is now G. L. (Ter. Ed.) c. 110, § 8. It employed one Garland each year as general manager of the exhibition. The defendant’s treasurer introduced him as such manager to the plaintiff in 1928, and said that Garland was the man who would order the tickets. In 1928, 1929 and 1930 Garland gave the plaintiff orders for tickets. In 1928 and 1929 the plaintiff charged the tickets on its books to the defendant, but in 1930 it charged them to Garland. In all three years the tickets were paid for by the defendant.
On April 6, 1931, the defendant and Garland entered into a written contract by which the defendant for a mone
Nevertheless, on May 13, 1932, Garland ordered tickets from the plaintiff for a similar exhibition in 1932, and these were shipped to his office in the Statler Building in Boston on May 16, 1932. Garland directed that the tickets be charged to the defendant, which had its office at 12 South Market Street in Boston. On June 3, 1932, the plaintiff sent a bill to the defendant, which replied that it had no connection with Garland.
In this action for the price of the tickets, the plaintiff cannot rely upon any authority intentionally given by the defendant to Garland to buy them in 1932 on the credit of the defendant, for there was none. The plaintiff must rely on apparent authority. The brief duration and occasional character of the exhibitions tend somewhat against the apparent continuance of authority from one exhibition to another. The plaintiff made no effort to discover, in May, 1932, whether Garland had the same authority that he had in 1928, 1929 and 1930. On the other hand, the defendant, contemplating because of its contract with Garland that he would conduct, apparently as before, exhibitions in 1931 and 1932 under the same name "Boston Food Fair,” took no pains to notify the plaintiff that Garland no longer had authority to contract on behalf of the defendant. On the whole, the defendant having held Garland out as its agent to buy tickets, expressly in 1928 and impliedly in 1929 and 1930, we think that the finding was warranted that the
Upon this finding, liability on the part of the defendant results from elementary principles of contract. In O’Donnell v. Clinton, 145 Mass. 461, 463, Holmes, J., said, “To lead a person reasonably to suppose that you assent to an oral arrangement is to assent to it, wholly irrespective of fraud. Assent, in the sense of the law, is a matter of overt acts, not of inward unanimity in motives, design, or the interpretation of words.” In Brauer v. Shaw, 168 Mass. 198, 200, the same justice said, “Knowingly to lead a person reasonably to suppose that you offer and to offer are the same thing.” See also Bartlett v. Stanchfield, 148 Mass. 394, 395; Hobbs v. Massasoit Whip Co. 158 Mass. 194, 197; Spencer v. Spencer, 181 Mass. 471; Higgins v. Shepard, 182 Mass. 364, 367; Nickel v. Zeitz, 258 Mass. 282, 285; Calkins v. Wire Hardware Co. 267 Mass. 52, 68; Am. Law Inst. Restatement: Contracts, §§ 20, 71. The operation of this principle is not affected by the circumstance, present in this case, that a part of the words or acts leading a person reasonably to suppose that one has made him a promise, consists of words or acts leading him reasonably to suppose that a third person had authority to make the promise as an agent. The contribution which that circumstance makes to the resulting liability has often been described by saying that the apparent or ostensible powers of an agent are his real powers. Brooks v. Shaw, 197 Mass. 376, 380. C. F. Hovey Co., petitioner, 254 Mass. 551, 555. Marquandt v. Boston Young Women’s Christian Association, 282 Mass. 28, 30. Lonergan v. Highland Trust Co. 287 Mass. 550, 557.
Exceptions overruled.
