145 Minn. 142 | Minn. | 1920
In September, 1917, plaintiffs signed an order for the purchase from defendant of an oil tractor. They claim that it was. represented to them that the factory or wholesale price of the tractor was $2,915. . This was the price specified in the order, and it was to be paid by the execution of three notes of $800 each and by the delivery of a Universal tractor, valued at $515, which plaintiffs owned. In obtaining the order, defendant was represented by its agents, M-joen & Schweich. The order was accepted, the notes executed, and the Universal tractor delivered, and the tractor ordered was shipped to plaintiffs, who paid the freight charges, amounting to $124. In April, 1918, one of the notes being overdue and unpaid, it was agreed that plaintiffs should return the tractor and that defendant should sell it and credit them on their notes with the amount received. This agreement was carried out, the tractor being resold for $1,750-. In
The complaint alleged that, to induce plaintiffs to sign the order, defendant’s agents falsely represented that the factory price of the tractor was $2,915; that the representation was made with intent to deceive plaintiffs; that they believed it to be true and were .thereby induced to make the purchase, and that in fact such price was only $1,750.
There was a trial by jury and plaintiffs had a verdict for the full amount of their claim. A motion for a new trial was denied and defendant appeals.
*145 “Unless authorized in writing from party duly empowered to delegate such authority, no employee of Hart-Parr Company, nor any agent, has any authority to waive, change or add to this contract, or to substitute any other or different contract, representation or warranty.
“No employee of Hart-Parr Company, unless authorized in writing from party duly empowered to delegate such authority, has any authority to bind the company by any statement, act or agreement.”
The first clause relates to the authority of defendant’s agents to modify the contract embodied in the order. Plaintiffs do not claim that the order does not correctly set forth their contract, hence the effect of this clause need not be considered.
The second clause purports to give notice to persons dealing with defendant through its agents of limitations upon the authority of such agents. It is claimed that it precludes plaintiffs from asserting that defendant was bound by the alleged misrepresentation, because they had notice that defendant would not recognize or be bound by any statements made by its agents, unless they were printed in the order blank it supplied or were authorized in writing by the company. This contention runs counter to a settled principle of the law of agency. It is this: When a principal retains the benefits of a contract obtained for him by his agent he cannot repudiate the acts of the agent which induced the other party to the contract to enter into it on the ground that such acts were unauthorized.
Defendant is here insisting that it has the right to retain plaintiffs’ notes and the Universal tractor. It may be granted that in the first instance it neither authorized nor knew of the representations made by its agents, but when this action was brought and it asserted a right to the. fruits of their acts, even though they were done without authority, it assumed the same responsibility for them as though they had been authorized and were within its knowledge originally. This court has stated the rule substantially as follows: One who adopts the unauthorized act of another done in his behalf and receives the benefits thereof is held to adopt and ratify the instrumentalities by which such benefits were obtained. By accepting a contract procured by the fraud of his agent, even though the agent acted contrary to his authority, he takes the contract with whatever taint attached to its origin. Albitz v. Minneapolis
■ The claim that, if the alleged misrepresentation may be shown, a new term is added to the order in violation of the parol evidence rule, cannot be sustained. Parol evidence is always admissible to show that a party to a contract was induced to enter -into it through fraudulent representations. The purpose of such evidence is to show that the contract was procured by fraud and impeach its validity as a whole, and not to change or modify its terms. General Electric Co. v. O’Connell, 118 Minn. 53, 136 N W. 404; Edward Thompson Co. v. Schroeder, 131 Minn. 125, 154 N W. 792; Nelson v. Berkner, 139 Minn. 301, 166 N. W. 347. We hold that the testimony under consideration was properly received and that defendant was not entitled to a dismissal at the close of plaintiff’s ease.
We are of the opinion that the trial court did not abuse its discretion in denying a continuance. Defendant should have subpoenaed Mjoen and paid him his witness fees. Instead of doing so, it saw fit to rely upon his promise to attend, and so ran the risk of losing the benefit of his testimony if he failed to keep his promise.