149 Mich. 562 | Mich. | 1907
This cause was before us on a former occasion and is reported in 119 IVTich. 136, where the main facts are set forth at length. We then said that there were two theories upon which the plaintiff might recover in his action. First, that Glass actually had authority to make a contract that the defendant should pay for his services. Second, that the Company’s conduct was such a holding out as to justify his belief that Glass had such authority, thereby constituting an estoppel to deny it. Plaintiff has again appealed from a verdict and judgment by direction of the court.
This record, like the other, conclusively shows that the Canada Life Assurance Company put its business in Michigan, i. e., the obtaining of applications for insurance and loans, which is the only business it does, in the hands of Cox, upon the basis of a commission.. Their contract contemplated the maintenance of headquarters
Cox appointed one or more persons to have charge of the business, one of whom, Bucknell, was known as manager of the Michigan branch, and another, Glass, went by the name of superintendent of agents. These men were paid salaries or commissions, possibly both, by Cox, and solicitors who worked upon commission, also paid by Cox, were appointed by one or both of them.
It is admitted that the plaintiff went to work at the business of soliciting applications for insurance in the Canada Life Company under an arrangement made with Glass. He states, that Glass arranged with him to work for the Canada Life, and that he afterwards had talk with Bucknell, who was the manager, asking for a written contract, which Bucknell said he could have if he wanted it, and gave him a blank to fill up, at the same time telling him that the oral contract would be as good, as it was “just the same.” This blank was apparently designed for a contract between the defendant company and agents who should contract directly with it. It contáined blanks for the signatures of the president, secretary, and the agent, and nothing suggesting the intervention of a manager or other person conducting the Michigan branch appeared in it. It is contended that this statement of Bucknell showed an understanding of the parties to the conversation, viz., Bucknell and plaintiff, that the contract was made by the company.
We held upon the former hearing that neither Bucknell nor Glass had authority to so bind-the company, and this as conclusively appears from the record. The defendant cannot be bound even if it was the understanding between Bucknell and the plaintiff that the defendant should be bound unless the record shows such’ a holding out of authority of the manager or Glass, as to induce plaintiff to believe and rely upon it, and to estop the defendant from denying it.
In this connection We should allude to certain other testimony relied on to show that the company ratified such contract by treating plaintiff as its agent. This testimony consists largely of entries in books of the company, applications bearing plaintiff’s signature as agent, a list of district agents, kept at the home office, filed with the commissioner of insurance of this State, and published in its advertising matter, the fact that under the contract with Cox the company had a representative at the Detroit branch, who officiated as bookkeeper, and as custodian of the funds received, which, under the contract with Cox, belonged to the company, in which books the plaintiff’s name appears, as credited with commissions due him, and charged with payments, some of which were made by checks signed by the bookkeeper, and the further fact that in some cases bonds had been furnished by solicitors to the company though not by plaintiff. These facts are not inconsistent with the plainly established fact that the company never authorized the contract relied upon.
The course of business in the Detroit office is not in doubt. Under its contract with Cox all moneys received on policies was the money of the company. It reserved the right to approve or disapprove the selection of solicitors. Requiring of bonds from solicitors who received moneys was not an admission that it had other contract relations with them involving a promise to pay for their services rendered to Cox.
A reference to 2 Comp. Laws, § 7246, Insurance Laws of Michigan 1905, p. 82, will show that all persons who in any manner aid in transacting the business of an insurance company are denominated agents, and are required to have certificates of authority issued by the department of insurance of the State, and that lists of such must be filed with the commissioner by the company.
Again, the record shows that the course of business of this company was to have its applications taken by solicitors, and turned in to the branch office, sent by its manager to the home office, where they were passed upon and rejected or accepted, and policies were returned through the branch office to the solicitor, who delivered them. If rejected, it is presumable that the money, if paid, was to be refunded. All of these things require bookkeeping at each step, and as already said it is not inconsistent with the absence of contract relations between the solicitor and the company. These applications were the culmination of negotiations between the prospective patrons and the solicitor, and the blanks contemplated statements of fact, by the solicitor or agent, as well as by the applicants, and assurances which could only be given by the solicitor were required of him.
We are of the opinion that the learned circuit judge was correct in saying that the additional evidence offered
The judgment is affirmed.