Rupp v. Sampson

82 Mass. 398 | Mass. | 1860

Bigelow, C. J.

We can see nothing in the conduct of the plaintiff which was fraudulent, or which operated to deceive the. defendants in making the agreement to pay him for his services. He made no false representations to them. They knew the nature and value of his services, and the extent to which they were beneficial to them. It was wholly immaterial that he was also to receive compensation from the other party. It might well be that the services of the plaintiff were of value to both parties, and that each might be willing to pay according to the benefit received by each. We know of no principle of law, on which an agreement to pay for services rendered, honestly entered into, can be avoided on the ground that another person, having interests wholly distinct and independent, has stipulated by a separate contract to pay for the same services. Both contracts are valid; they are made upon good consideration; and each agrees to make compensation for a benefit which he expects to receive from the bargain. In the present case, there is nothing to show that the commissions which the plaintiff was to receive from both parties were excessive or unreasonable, or that they would together constitute an unusual or extraordinary compensation for the services rendered by him. On the contrary, the jury have found, under the instructions given by the court, that the sum claimed of the defendants had been earned and was due when this action was brought, notwithstanding the contract with the other party for the payment of a like sum. The claim of the plaintiff would have stood on a very different ground if he had been employed as a broker to buy or sell goods. It would in such case have been a fraud for him to conceal his agency for one from the other. The interests of buyer and seller are necessarily adverse, and it would operate as a surprise op the confidence of both parties, and essentially affect their respective interests, if one person should without their knowledge act as the agent of both. Farebrother v. Simmons, 5 B. & Ald. 333. Story on Agency, § 31. But the plaintiff did not act in any such capacity. He was not an agent to buy or sell, but only acted as a middleman to bring the parties together, in order to enable them to make their own contracts. He stood entirely indifferent between them, and held no such relation in consequence of his agency as to render his action adverse to the interests of either party. This distinction was taken at the trial, and carefully and accurately stated in the instructions given to the jury.

The evidence offered by the defendants as to the usages of trade was rightly rejected, because it related to a class of contracts unlike that which was in issue in the present case. It was therefore irrelevant. Exceptions overruled.