35 Minn. 52 | Minn. | 1886
1. Although the authority conferred by the defendant, by letter, upon Messrs. Cochran, Bice& Walsh to “sell” the land, was insufficient to empower them to convey, it authorized them, as his agents, to make an executory contract to sell, upon the terms stated, therein. Minor v. Willoughby, 3 Minn. 154, (225;) Groff v. Ramsey, 19 Minn. 24, (44;) Haydock v. Stow, 40 N. Y. 363, 368; Johnson v. Dodge, 17 Ill. 433; Peabody v. Hoard, 46 Ill. 242.
2. In respect to the time for the payment of the deferred portion of the purchase price, the contract made by the agents, and upon which this action is brought, was substantially different from the terms of sale dictated by the defendant, and, so far as appears, he was not bound thereby. Making the $3,000 payable “on or before three years” was not in accordance with the prescribed condition that it should be payable “in three years. ” Miller v. Sawbridge, 29 Minn. 442, (13 N. W. Rep. 671;) Hamlin v. Wistar, 31 Minn. 418, (18 N. W. Rep. 145;) Dayton v. Buford, 18 Minn. 111, (126;) Siebold v.
3. The case does not show that the defendant has ratified the unauthorized contract. The agents wrote to him to the effect that they had made a sale in accordance with the terms prescribed, and thereafter he negotiated with his agents concerning the completion of the sale, as though an authorized contract had been made; but there is nothing to indicate that he had notice or knowledge of the unauthorized terms of the contract, nor are any facts shown which can be deemed to estop him from denying its validity. To have rendered him liable upon the ground of his having ratified the unauthorized contract, he must be chargeable with notice or knowledge of the fact. Woodbury v. Larned, 5 Minn. 271, (339;) Humphrey v. Havens, 12 Minn. 196, (298;) Owings v. Hull, 9 Pet. 607; Thorndike v. Godfrey, 3 Greenl. 429; Story on Agency, §§ 239, 243. The burden of proving a ratification was, of course, upon the plaintiffs. Allis v. Goldsmith, 22 Minn. 123.
Although the $50 earnest-money, paid by the plaintiffs to the agents, has never been repaid, that does not charge the defendant with liability if he never authorized nor ratified the contract upon which it was paid, nor, by receiving the money or otherwise, placed himself in the position of having sanctioned the payment. The contract being without his authority, the receipt of the deposit money by the agents was unauthorized, and was not, in legal effect, a receipt by the defendant. The case is not one to which the principle is applicable that one may not receive and retain the benefit of a contract made in his behalf, without being also bound by it.
The judgment must be vacated, and a new trial awarded.
Ordered accordingly.
