27 N.Y.S. 103 | N.Y. Sup. Ct. | 1894
The plaintiffs were copartners. Their salesman, in October, 1891, called at an office in the city of Lockport, having upon the door the name of “Lockport Electric Railroad, Light & Power Company,” and found in the office Mr. Charles H. Laurence. He entered into negotiations with Laurence for the sale of a typewriter machine and a desk. Laurence told the agent that he was the manager of the Lockport Electric Railroad, Light & Power Company; that the company desired to purchase a typewriter and desk; that he would bring the matter before the di
The jury, under proper instructions from the court, found that it was the intention of plaintiff’s agent to sell the property to the company, and not to Laurence. There being no such company in existence, it could not take title. Hence, there was no sale. Rodliff v. Dallinger, 141 Mass. 1, 4 N. E. 805; Lumber Co. v. Lesh, 119 Ind. 98, 20 N. E. 291. The defendant contends that Laurence, having assumed the right to purchase the property for a corporation not then formed, but which was expected to be organized, made himself liable to the plaintiffs for the purchase price of the property, and hence had the right to sell it to the defendant. Laurence, having falsely represented that he was authorized to purchase the property, was unquestionably liable to the plaintiffs for its purchase price, but it does not follow that the plaintiffs were qbliged to look only to Laurence. It was optional with them to-either hold him or reclaim their property. The sale which the plaintiffs intended and supposed they had made having failed, for lack of a purchaser, was not thereby turned into a sale to Laurence, who conducted the transaction. If plaintiffs had parted with possession of the property with the intention of passing title to Laurence, then the defendant, being an innocent purchaser- for value from Laurence, would have .obtained good title even if Laurence had obtained possession thereof by fraud. Davis v. Bechstein, 69 N. Y. 440. But the evidence tended to show, and the jury found, that the sale was not made to Laurence. He was. not, therefore, the owner of the property, and could not give the defendant a good title to it. The plaintiffs had not clothed him with apparent authority to sell it. They delivered the property, as they supposed, to a corporation. A bona fide purchaser of personal property other than commercial paper, although from one who has the possession, acquires no better title than that of his. vendor. Ballard v. Burgett, 40 N. Y. 314. Laurence was at the