Adams v. Herald Pub. Co.

• Decision Date: 17 December 1909
• Court: Connecticut Supreme Court
• Parties: ADAMS v. HERALD PUB. CO.

74 A. 755

82 Conn. 448

ADAMS

v. HERALD PUB. CO.

Supreme Court of Errors of Connecticut.

Dec. 17, 1909.

Appeal from Court of Common Pleas, Hartford County; John Coats, Judge.

Action for breach of contract by Eugene Adams against the Herald Publishing Company. From a judgment for defendant, plaintiff appeals. Affirmed.

The defendant is a corporation engaged in the publication of a newspaper and doing printing. One of its three directors having died, the business and affairs of the corporation were being managed by the two survivors. One, the president, devoted his attention particularly to the work of publication. The other was secretary and treasurer, and she was actively engaged in the conduct of the finances of the corporation and in the management of its general business interests. A business office was maintained in the building where the paper was printed and Issued. In this office the ordinary and routine business of the corporation was conducted by agents appointed by the directors and under their general direction and control. One Schmidt was employed as the head of this office. His duties consisted in ascertaining and carrying out the directions of the directors, except in routine matters concerning which there could be no reasonable doubt. On the morning upon which Schmidt first went to work, the plaintiff visited the office, inquired for the business manager, and by some one was referred to Schmidt. Plaintiff was then engaged in the business of making contracts with the publishers of newspapers, under which he employed solicitors of his own to procure contracts between the publishers and advertisers for the insertion in the nawspapers of advertisements of a special kind and at a special rate. He proposed to Schmidt to enter into a contract with the defendant for the canvass of New Britain for four-line advertisements to be inserted every other day for one year in the business directory of defendant's paper; the advertiser to have the privilege of changing the matter at pleasure, and to have the benefit of a special ten-line reading notice coincident with the first insertion. The amount to be charged the advertiser was $21 a year, of which sum the plaintiff was to have 40 per cent. He also submitted a form of contract to be entered into by the advertisers and one embodying the terms of his proposal to be signed by the defendant. Schmidt expressed a desire to think over the matter and to consult others, and the plaintiff left, leaving the forms of contract with him. Schmidt later accepted the proposition and signed the contract in the name of the defendant by himself as business manager. The business which the plaintiff thus undertook to transact with Schmidt was not of an ordinary or customary kind, but was peculiar, special, and unusual, and involved the employment of an unusual agency, large expense, compensation less than ordinary, and an unusual form of advertisement subject to frequent changes. Schmidt in fact did not consult with either of the directors or officers in relation thereto, had no authority to enter into such a contract on behalf of the defendant, and it was not within the apparent scope of his authority to do so. He was authorized to solicit and receive advertisements of the usual and customary kind and form and at usual and established rates, and so did; but, as far as appeared, he had never done otherwise, or attempted to vary from the customary form or rates except in the present instance.

Following the execution by Schmidt of the contract, the plaintiff caused a canvass to be made, and procured the signatures of 40 responsible proposed advertisers to contracts such as were provided for in the writing signed by Schmidt, and delivered them to Schmidt, who receipted therefor in the name of the defendant by himself, business manager, and placed them in his desk, where they remained until his discharge after seven weeks' service. Neither of the officers and directors had any knowledge of the plaintiff's negotiations or contract with Schmidt, that the plaintiff was making his canvass, or that the advertisers contracts obtained by him had been obtained or were in existence until after they were all secured and in Schmidt's hands, and none of the proposed advertisements were ever published, and no benefit therefrom ever accrued to the defendant, who repudiated the contract entered into by Schmidt when its existence became known to it, and refused to pay the plaintiff thereunder. The other pertinent facts are stated in the opinion.

Charles S. Hamilton and James Roche, for appellant.

Bernard F. Gaffney, for appellee.

PRENTICE, J. (after stating the facts as above). The plaintiff seeks to enforce, against the defendant the terms of a written contract which was not otherwise executed on the latter's behalf than by one who at the time of its execution was known to the plaintiff to be an agent. In thus dealing with this agent, the plaintiff was put upon inquiry as to the scope of his authority, and the defendant will not be obligated as principal unless the agent in the execution of the contract was acting within the scope of the authority expressly or impliedly conferred upon him by the defendant, or the latter is estopped from...