37 Vt. 558 | Vt. | 1865
If an agent for the sale of goods, sell them in his own name, without disclosing his principal, an action may be maintained for the price in the name of the principal. Story on Agency, 479 ; Edwards v. Golding et al., 20 Vt. 38.
And this doctrine seems to be generally recognized by all the authorities. This makes the right of the plaintiffs to recover clear for the amount of their bill, above the defendant’s debt against Converse the agent.
If however an agent authorized to sell goods for his principal? sell them in his own name, without disclosing his principal, and the purchaser has no knowledge of the principal, and there are no circumstances sufficient to excite suspicion, or put him on inquiry, as-to the right of the agent to deal with the goods as his own, in such case, the purchaser when sued by the principal may set off any claim he has against the agent, as well as if the suit were brought in the name of the agent. Story on Agency? 487, § 404, and authorities cited in note 3.
The report does not show that the defendant, when he made the purchase of the goods, had knowledge that Converse was only an agent and did not own the goods.
Had he knowledge of such facts as ought to have led him to suspect his want of authority to thus deal with the goods as his own, or to use the language of the cases, to have put him on inquiry ? We think from the facts reported that he had.
Converse was insolvent, and at the very time of the sale was endeavoring to effect a compromise with his creditors ; he owed the defendant twenty dollars, and he agreed to pay that debt out of the price of these goods, in consideration that the defendant would assist him in compromising another of his debts.
He told the defendant at the same time that he was not carrying on business in his own name. This language in connection with the character of the goods sold, (a chest of tea, and a barrel of molasses,) clearly implied the existence of a mercantile establishment, for the sale of heavy groceries, carried on in the name of somebody other than Converse.
This taken in connection with the defendant’s knowledge of the insolvency of Converse, and his efforts to compromise his debts, were enough to cause any careful and reasonable man to doubt whether Converse was himself the real owner of the establishment and the goods, with the right to dispose of them in payment of his debts.
We think therefore the defendant must be held affected with notice
The cases where it has been held that the purchaser from an agent without full knowledge that he was such, but still under such circumstances of suspicion as to affect him with notice, or put him on inquiry, are so varied in their circumstances, that one can hardly be quoted as authority for another. The case of Pratt v. Willey, 2 C. & P. 350, 12 E. C. L. 164, will perhaps illustrate the principle as well as any.
Surtus was the plaintiff’s agent for selling coal. He contracted with the defendant, a tailor, for some clothes, to be paid for in coal, and the clothes were made and delivered to Surtus. When the coal was delivered a ticket was sent with it, in which the plaintiff’s name appeared as the seller. It was held that this was enough to put the defendant on inquiry as to the situation and authority of Surtus, and the plaintiff was allowed to recover for the price of the coal.
This result seems no particular hardship on the defendant, as he still has all the rights against Converse for his debt that he had before he purchased the goods. He merely loses the right of keeping the plaintiff’s goods in payment of Converse’s debt.
Judgment reversed and judgment for the plaintiffs for full amount of their bill.
