Cochran v. Richardson & Whipple

Supreme Court of Vermont
Cochran v. Richardson & Whipple, 33 Vt. 169 (Vt. 1860)
Kellogg

Cochran v. Richardson & Whipple

Opinion of the Court

Kellogg, J.

The right of the plaintiff to recover of the defendants for the eight tubs of butter charged in his account rests upon the authority of Don C. Richardson, a sou of one oí the defendants, and the managing agent in the care of their store' at Craftsbury, to bind them, as their agent, on his contract with the plaintiff, on the facts reported by the auditor.

It is well settled that the authority of a general agent to per-» form all things usual in the line of business in which he is employed cannot be limited by any private order or direction not known to the party dealing with him, and snch an agent may have power to bind his principal by contracts unauthorized by, and even in defiance of, his instructions. A general agent is a person whom the principal puts in his place to transact all his business of a pai'ticular kind ; and the agent’s authority may be expressly given, or may he inferred from the acts or conduct of his supposed principal. Where the authority is to he inferred from the acts or conduct of the principal, the general rule is that the extent of the agent’s authority is, as between the principal and third parties, to be measured by the character and extent of his usual employment. In these cases, the apparent authority is considered as the real authority. It cannot be questioned that Don C. Richardson was the general agent of the defendants in carrying on the business of their store in Craftsbury, and that, within the regular course of his business employment, he could make contracts binding on the defendants. But to make his contract thus binding on the defendants it is necessary that it should have been made by him in their behalf or for their benefit.Will the facts reported by the auditor justify the conclusion that the contract made by the plaintiff with Don C. Richardson was within the regular course of the business of the defendants’ store ? It appears that the authority of Don C. Richardson in respect to the purchase of butter was limited by instructions from his principals, directing him not to pay cash for butter, but to take *173go much butter in, on debts and in exchange for goods, as might' be necessary to supply the wants of customers ; and that the defendants were not general dealers or speculators in butter ; and that the general practice among country merchants in the vicinity was to take butter, in large or small quantities, in payment of debts and in exchange for goods, and to pay cash, more or less, towards the same. The contract on which the butter charged in the plaintiff’s account was delivered was for all the butter which the plaintiff might thereafter make within a certain period, and payment for the same was to be made in cash. There is no finding in the case that the defendants received the butter, or any benefit from the contract, or that they ever assented to or recognized the contract, or that Don C. Eichardson, in making the contract, professed to act as the agent of the defendants or on their behalf. On the contrary, it is found that when he made the contract he was also the agent of one Simpson, a third party, as well as of the defendants, and that he was authorized by Simpson to make contracts for the purchase of butter for him ; and the facts reported by the auditor would seem to tend more conclusively to establish the liability of Simpson than of the defendants for the butter delivered to Don C. Eichardson by the plaintiff. It may be conceded that Don C. Eichardson was the general agent of the defendants in the management of their store; but it is to be noted that he was at the same time acting as the agent of Simpson, with unquestionable authority as such agent to contract with the plaintiff for his butter. The fact that the plaintiff supposed that he was dealing with the defendants, through their agent, in making this contract, although it may show his own good faith in the transaction, is not to be regarded as proof of the defendants’ liability upon the contract, especially when coupled with the fact that it did not appear that the defendants knew that the plaintiff supposed that he was selling the butter to them.

If the auditor’s report showed that the defendants received any benefit from the contract made by the plaintiff with Don C. Eichardson, or from the property delivered by the plaintiff under that contract, the questions made in this case might be entitled to a different consideration ; but, on the facts reported, we are *174not satisfied that the contract was within any express authority from the defendants,' or within the usual course of business at their store, or that it was made by Don C. Richardson in the name or for the benefit of the defendants or as their agent, or that the defendants ever received any benefit from it, or ever in any manner recognized or assented to it. These essential elements of the liability of the defendants on the contract do not appear to exist in the case. The judgment of the county court in favor of the defendants is affirmed.

Reference

Full Case Name
J. M. H. Cochran v. Richardson & Whipple
Status
Published