Nat'l Furnace Co. v. Keystone Mfg. Co..

• Decision Date: 19 May 1884
• Citation: 1884 WL 9899,110 Ill. 427
• Parties: NATIONAL FURNACE COMPANYv.KEYSTONE MANUFACTURING COMPANY.
• Court: Illinois Supreme Court

110 Ill. 427

1884 WL 9899 (Ill.)

NATIONAL FURNACE COMPANY

v.KEYSTONE MANUFACTURING COMPANY.

Supreme Court of Illinois.

Filed at Ottawa May 19, 1884.

OPINION TEXT STARTS HERE

APPEAL from the Appellate Court for the First District;--heard in that court on appeal from the Superior Court of Cook county; the Hon. SIDNEY SMITH, Judge, presiding.

Mr. FREDERIC ULLMANN, for the appellant:

As to the want of mutuality in the contract in this case: Bailey v. Austrian, 19 Minn. 535; 1 Parsons on Contracts, 449; Chicago and Great Eastern Ry. Co. v. Dane, 43 N. Y. 240; Houston and Texas Central Ry. Co. v. Mitchell, 38 Texas, 94; Burton v. Railroad Co. 9 Ex. 507; Great Northern R. R. Co. v. Witham, L. R. 9 C. P. 16; 1 Wharton on Contracts, sec. 14; Thayer v. Burkland, 99 Mass. 508.

Messrs. MANAHAN & WARD, and Mr. C. H. ROBERTS, for the appellee:

The distinction between a general and special agent is clearly defined by law. In the case of a special agent the scope of his authority is measured by the express directions he has received. In the case of general agents the law permits usage to enter in and enlarge the liability of the principal. 1 Parsons on Contracts, 40, and cases cited.

A special agent can not bind outside of his authority. Thornton v. Boyden, 31 Ill. 200.

A general agent, within the scope of his authority, may exceed printed instructions. Home Life Ins. Co. v. Pierce, 75 Ill. 246; United States Life Ins. Co. v. Advance Co. 80 Id. 549; Noble v. Nugent et al. 89 Id. 522; Harris v. Simmerman, 81 Id. 413.

A general agent is one authorized to transact all of his principal's business, or all of his business of some particular kind, or at some particular place. 1 Parsons on Contracts, 40.

A general agent may deal in accordance with the usage of trade. 4 Bradw. 63; Lyon v. Blair, 83 Ill. 33; United States Ins. Co. v. Advance Co. 80 Id. 549; Bailey v. Bensley, 87 Id. 556.

The usages of a particular trade or business are properly admitted for the purpose of interpreting the powers given to an agent or factor. Phillips v. Moir, 69 Ill. 155; Lanssatt v. Lippincott, 6 S. & R. 386, quoting Lord MANSFIELD, in Wright v. Campbell, 4 Burr. 2046.

An insurance agent can employ a clerk, and authorize him to contract for risks, etc., and the act of the clerk is the act of the agent, and binds the company. Bodine v. Ex. Ins. Co. 51 N. Y. 117; Savelin v. Green, 40 Wis. 431.

An agent may appoint a sub-agent, where such is the usage of trade. He may sell in his own name. Strong v. Stewart, 9 Heisk. 148.

Where custom of business authorizes such substitution: Wharton on Agents, sec. 29; Story on Agency, sec. 14; Eldridge v. Holway, 18 Ill. 447; Buckland v. Conway, 16 Mass. 396.

There was mutuality in the contract. Smith v. Morse, 20 La. Ann. 220; Boutwell v. Keefe, 32 Barb. 434; Mahon v. Daly, 70 Ill. 653; Este v. Furlong, 59 Id. 299.

Mr. JUSTICE CRAIG delivered the opinion of the Court:

This was an action brought by the Keystone Manufacturing Company, a corporation located at Sterling, Illinois, against the National Furnace Company, a corporation engaged in manufacturing pig iron at Depere, Wisconsin, to recover damages for the breach of a contract, under which it is claimed defendant sold plaintiff all of a certain quality of pig iron, known as “Lake Superior charcoal iron,” which plaintiff should need, use or consume in its business during the then ensuing season of such business, to-wit, from the 9th day of July, 1879, until July 1, 1880, such amount supposed by said parties to be about seven hundred tons.

It appears from the testimony, that A. B. Meeker & Co., of Chicago, were the sole agents of the appellant company for the consignment and sale of its entire product. This firm was composed of Meeker and Brown, who owned one-half of the capital stock of appellant. Smith and Hunt, the president and secretary, owned the balance of the stock. In 1879 William M. Cox was doing business in Chicago as a dealer in iron and coal, under the firm name of William M. Cox & Co. In 1878, Cherrie & Co., the firm of which Cox was then a member, had supplied appellee with the iron used that year in its business, Humphrey, who traveled for Cherrie & Co., having made the sale. In 1879 Humphrey was traveling for Cox & Co., and he made the sale of the iron in question for Cox & Co., who claimed to act by authority of A. B. Meeker & Co.

The first position of appellant is, that A. B. Meeker & Co. could not authorize Cox to bind the National Furnace Company by the contract in question, because they did not possess the power to bind the company by a contract for the future delivery of iron to be thereafter manufactured. The authority of Meeker & Co. to act for appellant will be found in a resolution adopted by appellant, as follows:

“ Resolved, That A. B. Meeker & Co., of Chicago, be and are hereby appointed and employed by this company as its sole agents for the consignment and sale of its entire product, they to receive a commission,” etc.

This resolution, it is claimed, only authorized the sale of the product of the furnace,--not to contract to sell its future product. We think this construction of the authority entirely too narrow. They were the sole agents for the sale of the entire product of the furnace. The terms of the resolution are broad enough to constitute Meeker & Co. the general agents of appellant for the sale of its entire product. A general agent is one authorized to transact all of his principal's business, or all of his business of some particular kind. (1 Parsons on Contracts, 40.) In a note to the text it is said: “In the case of a general agent the law permits usage to enter in and enlarge the liability of the principal.” In Phillips v. Moir, 69 Ill. 156, it was held that the usages of a particular trade or business are properly admitted, for the purpose of interpreting the powers given to an agent or factor. See, also, Lyon v. Blair, 83 Ill. 33, where the same principle is announced.

It is clear, from the evidence, that it was the custom in Chicago for iron brokers to employ salesmen to travel on the road and make contracts with manufacturers, like appellee, for the year's supply of iron, to be delivered as ordered. Indeed, appellant had furnished iron sold to others the same year this contract was made, which had been sold to be delivered in the future, according to such custom. The resolution, in connection with the usage of trade in Chicago among this class of dealers, clearly authorized Meeker & Co. to contract the product of appellant, to be delivered in the future. But, aside from the custom, we think the authority to sell broad enough to authorize sales for future delivery. Appellant had the undoubted right to contract with appellee to furnish a year's supply of iron, to be delivered as it was needed in their business. It saw proper to delegate authority to sell, to Meeker & Co. They were made the sole agents for the sale of the entire product of the furnace, and, in our judgment, a fair and reasonable construction of the authority did not prevent Meeker & Co. from contracting the sale of the iron in advance, as was done here. The refusal of the court to give appellant's instructions on this branch of the case, and the giving of appellee's instructions, was therefore, in our judgment, correct. But it is insisted, even if Meeker & Co. could authorize Cox to bind appellant by contract, there is no evidence that they ever delegated such authority to Cox. There was evidence tending to prove that Meeker & Co. authorized Cox to make the contract, and while the sufficiency of the evidence upon this point was a proper inquiry in the Appellate Court, under our practice the decision of the Appellate Court on a controverted question of fact can not be reviewed here. The same answer may properly be made to appellant's third point.

The fourth point relied upon by appellant is: “Even if made by authority, the contract is not binding on appellant for want of mutuality.” In the argument it is said: “Assuming that appellant had in reality authorized the making of a contract, by which it was to supply all the iron that might be needed in appellee's business during the season of 1879, at $22.35 per ton, delivered on the cars at Sterling, it is urged that such a contract would be void for want of mutuality.” And upon this branch of ...