Taft v. Baker

| Mass. | Oct 15, 1868

Wells, J.

The judge at the trial rightly instructed the jury that, “ to sustain his action, the plaintiff must prove affirmatively, upon the whole evidence, that Howe was the agent oí the defendant to make the bargains.” This must include also the element of the credit of the defendant. It was not denied that Howe had authority to sell property belonging to the livery stable; to purchase other property in its place; and to make exchanges of property; keeping up the value of the whole stock. The controversy was chiefly as to his authority to use the credit of Baker in such transactions and for the business of the livery stable. This question had two aspects; one as to his actual authority from Baker; the other as to his apparent authority. If he had actual authority to make the contracts upon the behalf and credit of Baker, and did so make them, the defendant would be liable, whether the plaintiff knew of such authority or not. If his authority was limited and did not include the right to use the credit of Baker, still if Baker had, by his conduct, held him out as having such authority, or had, by his acts, declarations, or silence, given reasonable cause to the plaintiff to believe that Howe had authority to use his credit in making contracts for the business of the livery stable, the defendant might be held liable in contracts so made. These are simple propositions, which would be readily apprehended by a jury, and, if stated separately, could lead to no confusion or misunderstanding.

It is difficult to extract the precise meaning from the complicated instructions, the report of which we find in this bill of exceptions. There is nowhere an accurate and clear statement of either ground of liability. Towards the close we find one sentence containing a statement substantially of the second proposition above laid down, which, if it stood alone, would have been sufficiently accurate. But the next sentence, which purports to give the converse of that proposition, requires that the jury should be satisfied, in order to return a verdict for the defendant, not only that the agency was limited in fact, but also that “the plaintiff was informed, or had reason to believe, by the acts and declarations of the defendant,” that the agency was thus limited. In the absence of any such acts and declarations, proved to their satisfaction, from which the plaintiff could be held to have information or reason for belief upon the subject, the jury were left without any guide to a proper conclusion. They would be liable to take the last proposition given to them from the bench, as a proper one to determine the question of liability; and, if so, they might return a verdict for the plaintiff without any proof whatever that the defendant had held out the alleged agent as having authority to use his credit in making exchanges and purchases.

It is unnecessary to point out, more in detail, the defective features of these instructions. Aside from errors in law, they fail to present to the jury, in any intelligible form, the questions upon which they were to pass.

The exclusion of testimony offered to show that Howe was at all times in funds, furnished directly from the defendant, or from the proceeds of the business, sufficient to pay for all exchanges and purchases made by him, without using the credit of the defendant, was erroneous. One of the questions in issue was, whether Howe had, in fact, authority to use the credit of Baker. If he was authorized to exchange and purchase property for Baker, and had no means of payment, the inference of authority to purchase upon credit of his principal would be much stronger than if he were supplied with all necessary funds for the purpose. The evidence was competent for this purpose, and upon this question. It would not, of course, affect the question of liability for having held out Howe as the agent of the defendant, with apparent authority to use his credit.

Exceptions sustained.