*1 1976] (cid:127)Jackson v GOODMAN
JACKSON оp Opinion the Court Authority Agent Principal Offers — 1. and —Reward Rewards — to Contract. may authority Any to make contract offer individual with be that offer. reward and bound Authority Principal Agent Authority 2. to Contract — and — Authority. Manage a Business —Incidental authority may be inferred from contract however, business; manage such is limited mak- business, usually ing to such are contracts which are incidental business, reаsonably necessary in conduct- made such are ing such business. Agent Authority—Factors—Cus- Principal 3. and — Rewards — Transactions —Reward tom of Similar Businesses —Unusual Belief. Offers —Reasonable determining the extent of of to be considered One the factors agent of businesses at of an custom similar however, place; where the transaction is one the same time and affectеd, specific offer of a unusual to the business as reward, significant emphasis emphasis differ must must and community placed be on the course of business conduct recipient party large concerning and whether the at rewards on agent reasonably that the was authorized to act and believed agent notice was not as authorized. has no Agency Jury Principal Agent Disputed 4. — — Question Question. disputed question agency, any testimony, there is either A [1, [4] [5] [3, 8, [7] [10] [6] 2] 4 Am Jur 3 Am Jur 46 Am 74 Am Jur Am Jur Am Jur Am Jur Jur 2d, 2d, Appeal and Error 10.§ 2d, 2d, Judgments 2d, Suretyship 29. References 2d, Rewards §§ 2d, Suretyship Agency §§ for § §§ 10, 15. § 360. 69-72. Points 109. in Headnotes inferential, it, tending question direct or to establish becomes a of fact for the to determine. Principal Agent Judgment- -Judgment 5. Rewards — — Not- *2 withstanding Jury the Verdict —Sufficient Evidence — Authority— Question of Rewards —Inherent —Existence Authоrity by Ratification. granted judgment improperly A notwithstanding trial court a verdict in a a reward case to collect where there was sufficient present jury questions concerning evidence to the existence of a presence reward offer and the of either inherent or authority by person offering ratification in the the reward on behalf of the defendants. Appeal Nonjuris- 6. and Error —Circuit Court —District Court — dictional Defects —Waiver.
Nonjurisdictional appeal defects of an filed in a circuit court from may a district court be modified or waived the circuit court discretion; found, in its but where such defects are the circuit case; however, court should not consider the merits of the a ruling defects, on the merits where there are such will bе (GCR any nonjurisdictional deemed a waiver of defects 705.5[a]). by McGregor, Judgment Judgment Notwithstanding 7. — the Verdict —Stan- dard of Review —Motions. reviewing judgment
A court a motion for notwithstanding a verdict testimony must view all the evidence and adduced at light person trial in the against most favorable to the made, if, viewed, whom the motion was and when so there is competent evidence which was suрport and sufficient to jury’s determination, that determination should not be dis- turbed. Principal Agent Principal’s Liability
8. and — —Actual Author- ity Apparent Authority Authority Authority — —Inherent — by Ratification. principal subject liability
A agent for the acts of an if it can (a) agent (b) act, be said that: was authorized to do the agent apparently (c) act, authorized to do the the act was agent’s (d) authority, within the inherent the act was ratified principal. Agent Manager Appar- Principal —General — Rewards — Authority Authority ent —Business Customs— —Inherent Binding Contracts —Reward Offers. general manager only apparent A can have the or inherent things managers to do those which in that business do, and, such, place customarily at that time and as contracts managers only general binding entered into are on the principal they a are incidental business such as the principal’s, business, usually are made in such or are reason- ably business; necessary conducting such a therefore it was person general unreasonable that a for a third assume hotel manager a reward had the to offer for information leading person responsible to the and convictiоn of the arrest employee for the murder hotel there of a where was no actual authority. Principal Agent 10. Rewards — —Ratification—Affirmance Repudiate Knowledge Prior Act —Failure —Actual —Re- ward Offers. by person prior
Ratification is the affirmance act which did him, professedly not bind but which was done or done on his *3 account, act, whereby persons, given the as tо some or all is him, originally by instances, effect as if authorized and in some an affirmance of an can unauthorized act be from inferred the it; principal repudiate however, plaintiff failure of the a cannot claim ratification of a offer reward where there is no presented alleged principal to show that the had knowledge actual of the reward offer. Oakland, Appeal Moore, from Arthur E. J. Sub- 1976, (Docket 4, mitted March at Detroit. No. 23669.) 27, Decided May court, in
Complaint, by district Robert W. Jack- J. against Goodman, son Albert Goodman, Sam H. Goodman, and Hyman formerly doing business as Regis St. Hotel Company, to collect a reward by the offered defendants’ agent. re- jury The a turned verdict in favor of plaintiff. trial The judgment court entered nоtwithstanding and against dismissed the verdict suit the defend- App 225 Opinion of Court appeals Plaintiff affirmed. ants. circuit court remanded. granted. leave Reversed and Downs, C, Craig, P. plaintiff. for Farber & Wishnow, for defendant. Bornstein & J., Jr., P. Holbrook, Before: D. E. and Mc- Gregor JJ. Kaufman, J.N. and are as stated J. The facts Kaufman,
N. court improperly trial dissent. We find that notwithstanding the verdict granted judgment evidence to sufficient because there was of a re- questions concerning the existence inherent author- of either presence ward1 ity ratification. rules defin- governing
The law
rewards
straightforward.
It
is
ing implied authority
are
difficult, however,
precedent govern-
apply
In
same, unique set of facts.
ing both areas to the
to make
general, any
authority
individual with
and be
may
a contract
offer
bound
2d, Rewards,
Am
6. The
p
that offer. 67
Jur
§
be inferred from the
may
to contract
manage
a business. Such
authority to
making
"contracts which are incidental
limited
business,
it,
are
made
or are
usually
to such
reasonably necessary
conducting
it”. 1 Restate-
73(a),
Law,
2d,
of the
183. One of
ment
determining
the factors
to be considered
is the custom of
busi-
extent
similar
*4
at
time and
See 1 Restate-
place.
nesses
the same
Law,
2d,
34(b),
118. See
ment of the
& Co
343;
Springer,
Leo Austrian
v
94
Mich
also
reasoning
holding regarding
dissent’s
the
We concur in the
oifer.
existence of
v
op
Opinion
the Court
(1892), Kopprasch
of the We business. view this perspective plaintiff, especially from the of the concerning the reasonableness of his reliance newspaper on the article.
Normally, application concerning of rules equitable usual course of business an results in parties’ expectations, outcome in line with the advancement of commercial intercourse and con- siderations of fundamental fairness. Where specific general business exhibits a course be- questioned inquiry havior acts, relative to the generally give greater specific will focus to the concern than course of conduct in similar Where, here, businesses. as is one transaction specific affected, unusual phasis business the em- significant case, must In differ. such a em- phasis placed must be on the course business community large concerning conduct at *5 225 69 Mich App Opinion the Court of recipient party "rea- whether rewards and on sonably agent authorized to is believes that * * * he is not so that no notice [act] and has Law, 2d, of authorized”. 1 Restatement repository jury, of "commu- 161, 378. A as position unique nity to decide sense”, in a is questions and reasona- of conduct course of usual cases. in such unusual ble reliance jurisdiction policy long this of It has been that: agency, question of disputed there is a "[w]hen inferential, direct any testimony,
there either it, question of fact for a tending it becomes to establish Smolenski, 249 v jury Miskiewicz to determine.” (1929). 63, 70; Mich NW Kwasny Driessen, 442; 202 v See also therefore, We, find that NW2d liability properly question implied agency of jury jury that verdict submitted to disturbed. should not have been evidence of there was sufficient We also find that jury question. a ratification inaction reasonably jury have disbelievеd could testimony Goodman, claimed that who Albert did not know the Detroit News but that he he read reasonably jury held could have of the reward. The especially would be the owner of a business paper in a attracted to news about that business he read. which reasons, the trial court the above we reverse
For cause to the circuit court and remand this entry judgment in conformance trial court for plaintiff.2 with the verdict. Costs merits, upholding the district court verdict on its In addition to filed, transcript appeal timely held that "the was not the circuit court required”. timely provided, adequately and bond filed or briefs filed as McGregor, J. J., E. Holbrook,
D. P. Jr., concurred. (dissenting). December On 27, Regis night the St. Hotel was clerk at during robbery. 30, December killed newspaper On invеstigation, the De
article about the printed information that the St. *6 troit News the Regis posted management reward had for $1,000 leading arrest and to the convic information January plaintiff tion of the killer. On 1, 1967, proceeded Depart Police to the Detroit ment and informed them that David Gauthier had night plaintiff then killed the clerk. The testified against preliminary Gauthier the examina at both trial, tion and and Gauthier was subse at the first-degree quently murder. Plaintiff convicted of attempted then to recover the reward. owners pay defendants, declined hotel, the of the the reward and this suit ensued. January, trial, 1974,
In á held in district court plaintiff in the returned a verdict favor of the $1,000. However, him the trial court and awarded notwithstanding judgment the verdict entered a against the defendants. The and dismissed the suit plaintiff appeals аffirmed, circuit court and court this granted. by here leave trial, At certain facts were uncontroverted. The acknowledged plaintiff’s defendants that the ac- of the tions had led to the arrest and conviction Also, the defendants conceded that the killer! plaintiff
would not have acted as he did plaintiff timely of the record discloses that did file his Our review faulty by appеal circuit the the circuit court. Of matters found 1963, court, timely filing jurisdictional requirement. is the sole GCR 705.5(a). may in its defects be modified or waived the court Other above, Having circuit discretion. GCR court should not have considered the merits of the case. 705.15. found the the We, there- fore, any nonjuris- ruling have deemed the on the merits a waiver of dictional defects. betrayal the noticе Gauthier but for of the dispute Rather, reward in the Detroit News. at actually offered, trial was and, was whether the reward offered, was in fact such reward whether person who the offer had the made plaintiff’s theory to do so. It was the that Bromber, C. reward was offered ager Frank a man- offering hotel, of the and that of the authority. within Bromber’s The dis- granting judgment court, trict notwithstand- ing plaintiff vеrdict, found failed present support theory sufficient evidence of his justify jury’s appeal, Plaintiff, to disputes verdict. on finding.
this
outset,
At the
we note the
standard
review to
applied
be
to a case such as the
one:
Michigan
reviewing
"In
a court
judg
motion for a
ment notwithstanding
the verdict must view all
testimony
light
at
adduced
the trial
most
person against
favorable to the
whom the motiоn
Savage
Co,
was made.
Mich 197
*7
Inc,
v
Distributing
Peterson
379
(1967),
Karp,
NW2d
Prentkiewicz v
[150
804]
(1965),
Addressing ourselves offered, find that we fact in a reward was whether which presented was sufficient there that concluding Bromber justify a jury would make such offer. did an prosecuting an assistant Hathaway,
William J. as follows: part attorney, testified ever tеll Mr. Bromber "Q. Did [by defense counsel] on offering a reward behalf you specifically that he Hotel? But, yes. question, I that ”A. I would to answer have words, I anything, because had don’t lots of conversations nature when I would be that he even said remember passing of a Mr. Bromber with and, Hotel; possible it’s something in the Prosecu- to me down reward, or over the you know—about tor’s Office—* * * telephone. specifically came contact ”Q. you it that How is with him?
’A. Bromber? With
”Q.Yes. concerning the reward.
’A. met at the Hotel We him? “Q. with you How did have contact he mentioned it to only thing I know is that "A. The me. you?
”Q. just He mentioned it, it; the more I think about "A. As I remember more I think about I don’t have notes. The because discussing the when he I remember case it is would come Headquarters at the down to the Police Wayne County days, In those Prоsecutor’s Office. Prosecutor’s quarters.” on the fifth floor of Police Head- Officewas added.) (Emphasis Hathaway’s entire answer was some- Although contradictory, he nevertheless did vague and what offering told him that he was Bromber state that there Consequently, of the hotel. *8 on behalf that Bromber offered the re- evidence was some and, therefore, ward should the trial court not judgment n.o.v., have entered the on that basis. any The issue of was whether there evidence concerning authority to offer Bromber’s the re- complex. ward is more resolution of this issue largely agency applica- involves the law the principles present tion of its to the facts of the principal subject liability case. A is for the acts (a) agent agent of an if it can be said that: was (b) agent appar- act; authorized to do the (c) ently act; authority; authorized to do the the act was (d) agent’s within the inherent principal. act was ratified In case, Bromber cannot be said to have been authorized trial, to offer the reward. At defendant Albert Goodman testified that Bromber expend could not more than without Good- $50.00 еxpress approval approval man’s and that such given testimony was not here. This was uncontro- plaintiff and, verted therefore, it must be assumed that Bromber did not have the actual $1,000.00. to offer a reward of presented
Nor do I find at trial justify concluding which would apparent1 Bromber had either or inherent2 Viewing to offer the reward. the evi light plaintiff, dence in the most favorаble to the only evidence adduced at trial which bore on apparent the was or inherent of Bromber
testimony general manager that he was Regardless testimony the hotel. of whether this analyzed apparent3 in terms of or inherent4 au- Restatement, (2d), 8, Agency 1 1 30. § Restatement, (2d), Agency 8A, p 2 1 § 3 Restatement, Agency (2d), 27, d, pp § Comment 105-106. Restatement, (2d), See b, g, pp Comments d and 380-382. *9 McGregor, by J. Dissent thority, primary issue remains the same: Can persons reasonably general third that a assume manager of a has the hotel offer a leading reward for information arrest and responsible person conviction of the for the mur- employee? der of a hotel I would hold that third persons reasonably assump- cannot make such an tion. general manager only apparent
A
can
have the
things
or inherent
managers
to do those
which
place
in that business at that time and
customarily
by
such,
do.5As
contracts entered into
general managers
only binding
princi-
are
on the
pal
they
are incidental
ato business such as the
principal’s,
usually
business,
are
made in such a
or
reasonably necessary
conducting
are
in
such a
reasonably
I
business.6 do not think that it can
be
present
said that the reward in the
case is either
reasonably necessary
incidental
ing
to or
in conduct-
think,
the hotel business. Nor do I
contrary,
absence of
evidence to the
it
usually
can be assumed that such rewards are
Rather,
made in the hotel business.
more reasonable to assume that
it would be
offering
of a
extraordinary
reward is an unusual or
event
customary
which is not
Thus,
in most businesses.
plaintiff
general
since the
has failed to show that
managers
hotels,
or of defendants’ hotel
particular, usually offer rewards under circum-
present
stances similar
case,
to those in the
I
presented
conclude that
there was no apparent
which showed that Bromber had the
or
Kopprasch
Co,
Indemnity
491;
See
v New York
250 Mich
230 NW
(1930), Bay
Milling
Saginaw Baking Co,
557;
State
Co v
225 Mich
(1923).
This as the leaves ratification could be basis which the defendants bound is the case. Ratification affirmance person prior him, did not of a act which bind but professedly which was done on his ac- done persons, whereby count, act, as to some or all given originally is Further, authorized effect as if him.7 instances,
in some an affirmance of an *10 unauthorized can be inferred from transaction principal repudiate However, it.8 failure plaintiff cannot claim ratification in the knowledge case since he failed to show of the reward on the actual part of the defendants.9 The only plaintiff evidence favorable to the which bore on this issue was defendant Albert Goodman’s regularly that he to and subscribed read admission evidence, the Detroit News. would hold that this I standing justify alone, is insufficient knowledge. determination of actual supplied by The inference simply such too weak to provide adequate an basis for this determination. place otherwise, totally believe, To I hold would upon persons and unreasonable burden unrealistic subscribing newspapers.
Having
plaintiff’s
found that
evidence did not
provide
legal
subjecting
basis for
the defendants
liability,
court,
I would affirm the circuit
not reach the other issues raised.
7 Restatement,
(2d), 82,
Cudahy
Agency
p
v
See
Brothers Co
210.
§
Michigan
(1938).
Corp,
18;
&
West
Dock Market
285 Mich
Detective Service Co
674;