90 Wash. 26 | Wash. | 1916
This action was brought by the respondent against the appellant to recover commissions claimed to be due on the sale of certain paint. In its complaint the respondent alleged an agreement between itself and the appellant whereby the appellant appointed the respondent its agent to sell its paints in a certain described territory, agreeing to pay it a commission of fifty cents per gallon on
The principal controversy is over the question whether there was a contract between the parties such as was set forth in the complaint. The respondent’s evidence tended to show the following facts: The appellant is a corporation having its principal place of business at San Francisco, California. It deals in a roof paint, known to the trade as Remolite paint, which it sells or contracts to be sold to the consumer at a price of $1.05 or $1.10 per gallon, according to the character of the container in which it is shipped. In the year 1912, a certain lumber concern had branch yards at various points in the Yakima Valley, in this state, one of which was at Ellensburg under the management of one Gus Lindeman. This concern had a contract with the appellant under the terms of which it was able to buy the appellant’s paint at prices which would net it, when sold at the consumer’s price, fifty cents per gallon. In January, 1913, Lindeman organized the respondent corporation and took over the lumber concern’s business at Ellensburg. With the property transferred was a small quantity of the ap
The appellant’s evidence appears by depositions. Its president and manager testified not only that no such contract was made with the respondent, but that the traveling salesman had no authority to make such contract. The salesman also testified to the same effect; testifying further that he made the sales for which the commission is asked, having no dealings with the respondent other than to sell it a quantity of paint.
It was shown, furthermore, that, after the respondent had disposed of the original shipment, it ordered from the appellant another quantity of two hundred gallons. In answer, the appellant wrote acknowledging its receipt of the order, but declined to fill it, giving as its reason that it had noticed from the “report in detail on your firm” that its principal officers were also the principal officers of another concern; further saying: “We do not like the business methods of one of these gentlemen, so must refuse to grant your firm any more credit.” In reply, the respondent wrote calling attention to the fact that it was entitled to credit for commissions in excess of the amount of its original order, and asked a reconsideration. To this letter the appellant replied:
*30 “Lindeman Lumber Company,
August 9th, 1913.
“Ellensburg,
“Washington.
“Gentlemen: — In reply to your recent favor, must say, that even after reconsidering the matter very thoroughly we still feel that it will be impossible for us to fill your order, except under the conditions mentioned in our letter of July 30th, and trust you will see your way clear to pay our invoice of May 20th, less the three per cent discount we have offered you, and on receipt of such remittances we will be pleased to ship the 200 gallons by return, freight.
“We know that it is not asking too much of a firm of your size to pay this small bill and the mere fact of your complying with our request would convince us that your business methods are different from those followed by the gentleman mentioned in our former letter.
“We might remind you also that any credits that may be due for commissions are not payable to you until we have been paid by the people to whom we made direct shipment, so we cannot allow any future commissions to enter into our calculations. Yours very truly,
“Rednall Morin Co. Inc.”
The respondent then wrote stating the account between them as it understood it, and demanding a check for the balance due. The appellant, for answer, wrote refusing to recognize the claim for commission, and demanding payment for the paint shipped. The evidence also showed that all of the persons to whom the paint was shipped paid the price charged to the appellant, with the exception of one who paid the account to the respondent, prior to the commencement of the present action.
It seems to us that no comment on the facts is required. It is not only clear that the appellant’s representative entered into the contract contended for by the respondent, but that he made the facts known to the appellant, who filled the orders given by the third persons and the order-given by the respondent with full knowledge of the nature of the terms of the agreement. There was thus not only a contract by the agent, but a ratification of the contract by the principal.
It is our conclusion that the judgment should be affirmed. It is so ordered.