Scofield v. Parlin & Orendorff Co.

61 F. 804 | 7th Cir. | 1894

WOODS, Circuit Judge

(after stating the facts). We are of' opinion that the court erred in excluding from the jury the correspondence, and especially the letters purporting to be from the defendant, which were offered in evidence for the purpose of showing the execution, and the existence between the parties, of the contract set out in the declaration. “The depositing in the post office of a letter properly addressed, with the postage prepaid, is prima facie evidence that the person to whom it was addressed received it” (Briggs v. Hervey, 130 Mass. 186); and, conversely, a letter received in due course of mail, and especially if it be in response to a letter sent by the receiver, is presumptively the letter of the one whose name is signed to it. Of the genuineness of the letters in question there was certainly sufficient prima facie evidence. The plaintiffs were advertising agents; the defendant, a manufacturer of agricultural implements. The letter of November 30., 1885, the first in order of date, showed the willingness of the defendánt to accept for its implements one-half of stated prices when accompanied by proof that enough advertising had been done to pay for the other half. To this the plaintiffs responded by the letter of December 3d, inclosing a form of their regular contracts, to be signed by the defendant, and two days later was written the letter of December 5, 1885, over the name of the defendant, saying, “We return herewith our agreement for advertising, which you will please execute [perform] as soon as possible.” In this letter was inclosed the agreement sued on, and also a statement of the contents of the proposed advertisement, to which also was appended the signature, “Parlin & Orendorff Co., M'f’r’s, Canton, Ills.” The letter of May 31, 1886, after an express recognition of the fact that a contract between the parties had been made, proceeds to an offer of compromise. This letter, while not admissible to prove the offer of compromise, was admissible to show an independent statement or admission of fact pertinent to the question in issue. Of the authenticity of these letters, and the contract transmitted with one of them, the circumstances in proof, the regular transmission by mail, the letter heads and envelopes, and the contents of the letters themselves leave no reasonable doubt. They should have gone to the jury, and, in the absence of contrary evidence, should have been accepted as conclusive of the execution of the contract by the defendant. The ruling of the court to the contrary, and, presumably, the sworn denial of the execution of the contract, proceeded upon the theory that, in order to bind the corporation, a contract must be shown to have been executed or authorized by a formal corporate act, such as an order or resolution of a board of directors. But the business of modern mercantile and manufacturing corporations is not always, or even generally, conducted in that way, but is committed to agents and managers, whose powers are limited practically only to the lines of business for the prosecution of which the corporations were formed. It follows that correspondence conducted by these agents, and contracts made by them, in the name of the principa], in the due and ordinary course of business, must be admissible in evidence as if the parties were natural persons. If a document offered against a corporation is not genuine, or its execution unauthorized, the corporation will be able in most instances to show the fact, while, on the other hand, if direct proof of formal or overt corporate action or authority were required of the opposite party, it would often be, indeed it would be in the power of the corporation to ma ke it, difficult or impossible.

It is contended by the appellee that there was a failure of evidence in other material respects, and, that, if there was error in excluding the letters and contract, it was harmless. There is, we think, no such lack of evidence in any respect suggested as to justify the taking of the case from the jury. Besides, the contract was, as it seems to us and as counsel for appellee have argued, essential to the plaintiffs’ right of recovery upon any view of the case presented, and, that having been ruled out, the plaintiffs were not bound, in order to save the question, to go on making proof which, when made, could not, under the ruling of the court, be available. The judgment is reversed, and the cause remanded for a new trial.