W. &. J. Sloane Selling Agents Inc v. Tampa Chair & Table Co
| Decision Date | 06 July 1936 |
| Docket Number | No. 25133.,25133. |
| Citation | 166 Va. 309,186 S.E. 7 |
| Court | Georgia Court of Appeals |
| Parties | W. &. J. SLOANE SELLING AGENTS, Inc. v. TAMPA CHAIR & TABLE CO. |
Syllabus by the Court.
An acceptance of an order for goods by the credit manager of a corporation is not binding on the corporation when the credit manager neither has authority to make sales nor was held out by the corporation as having such authority, but the authority to sell was vested in another agent; and the deposit with a traveling salesman of a cheek as part payment on a proposed sale of goods, at the instance of the credit manager, which check was not accepted by the corporation but was returned to the drawee of the check, would not constitute part payment to the corporation.
Error from Municipal Court of Atlanta; A. L. Etheridge, Judge.
Action by the Tampa Chair & Table Company against W. & J. Sloane Selling Agents, Incorporated. Judgment for plaintiff, and defendant brings error.
Reversed.
Harold Hirsch & Marion Smith, and M. E. Kilpatrick, all of Atlanta, for plaintiff in error.
Burress & Dillard, of Atlanta, for defendant in error.
Tampa Chair & Table Company, hereinafter called the chair company, sued W. & J. Sloane Selling Agents, Inc., hereinafter called the Sloane company, alleging damages by reason of a breach of contract. The plaintiff alleged that on May 30, 1934, the plaintiff gave the defendant an order for floor covering (copy being attached to the petition) for which it was to pay $5,077.01, and the defendant required the plaintiff to place with it, when accepting the order, a certified check in the sum of $3,000 which was to be used as part of the purchase price, which the plaintiff did; that thereafter the defendant returned to the plaintiff the certified check and refused to carry out the sale agreement and breached the same; that if the defendant had shipped the floor coverings according to agreement, it would have reached the plaintiff at Tampa, Fla, within 15 to 20 days; that in the meantime the market price of floor coverings referred to in the order had increased in the sum of $384.91, for which amount the plaintiff prayed judgment.
The defendant answered, denying all the allegations of the petition, except paragraph 1, which alleged facts giving the court jurisdiction. Afterwards the answer was amended so as to allege that the order for goods on which the suit was based was never accepted by the defendant in writing by a person duly authorized to bind the defendant, and being for the sale of goods, etc, to the amount of over $50, was within the statute of frauds, there having been no execution of the alleged contract nor any performance on one side accepted by the other, "defendant denying, moreover, that said writing constituted a contract, the same being a mere offer to buy, requiring the written acceptance of both William A. Sale, sales manager of the defendant company, and of its credit manager, before becoming a binding contract and this acceptance was never so given, orally or in writing"; that J. H. Mc-Chesney, who solicited the order for the defendant, was a mere traveling salesman with authority only to solicit orders from prospective purchasers and to submit the same to the sales manager and credit manager of the defendant for acceptance or rejection, said McChesney having no authority to accept offers nor to make any contracts for sale or sales on behalf of the defendant.
After hearing the evidence and the charge of the court, the jury rendered a verdict for the plaintiff in the amount sued for. The defendant moved for a new trial on the general grounds, which were elaborated by an amendment alleging that the verdict was contrary to certain instructions by the court and to certain detailed evidence. The motion for new trial was overruled and the defendant excepted.
The evidence is without conflict and is as follows: J. H. McChesney was a traveling salesman for the defendant. His authority was limited to procuring orders for goods and forwarding them to the defendant's office in New York for acceptance or rejection. On May 30, 1934, McChesney obtained an order from the plaintiff for the purchase of goods to the amount of about $5,000, on terms noted on the order. The defendant's Atlanta office sent this order to the defendant on May 31, in a letter which advised that the plaintiff did not have sufficient credit rating, and that the order be held for further advice from McChesney and the plaintiff. On June 5, a letter signed by W. & J. Sloane, by the credit manager, C. N. Jol-liffe, and addressed to Fulton Metal Bed Manufacturing Company, advised that McChesney had forwarded to New York the order from the plaintiff company, stated the insufficient financial ability of the plaintiff, and asked for information as to its condition. It appeared that W. J. Atkinson owned stock and was president of both the metal bed company and the plaintiff company. On June 7, the defendant wrote to McChesney inclosing duplicate copies of the order from the plaintiff and advising that from reports from the credit department it appeared that arrangements were not satisfactory. On June 7th the metal
bed company wrote to the defendant proposing to guarantee the account of the plaintiff company and inclosing a guaranty contract. On June 13, the defendant, by C. N. Jolliffe, wrote to the metal bed company inclosing the guaranty contract and advising that the guaranty was not sufficient, that the plaintiff's order could not be shipped on open account, and expressing the hope that at some future date some satisfactory arrangements might be made. On June 14, McChesney telegraphed to the defendant that Atkinson of Fulton Bed Company wanted to know on...
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