Brace v. Northern P. Ry. Co.
| Decision Date | 02 June 1911 |
| Citation | 63 Wash. 417,115 P. 841 |
| Parties | BRACE v. NORTHERN PAC. RY. CO. |
| Court | Washington Supreme Court |
Department 2. Appeal from Superior Court, King County; Wilson R. Gay Judge.
Action by H. G. Brace against Northern Pacific Railway Company. From an order granting a nonsuit and from an order sustaining plaintiff's motion for new trial, defendant appeals. Affirmed.
C. H. Winders, for appellant.
H. A P. Myers, for respondent.
This action was commenced by H. G. Brace, doing business as H. G Brace & Co., against the Northern Pacific Railway Company, a corporation, to recover profits plaintiff would have realized in filling an order for menu card folders. A nonsuit was granted, but later an order was entered sustaining plaintiff's motion for a new trial, from which the defendant has appealed.
The written order, taken for respondent by one W. S. Smith, his agent, was signed by H. J. Titus, conceded to be the superintendent of the appellant's dining car department with offices in St. Paul, Minn., and Seattle, Wash. The alleged order provided that 25,000 bas relief special menus were to be shipped to the Northern Pacific Railway commissary department at St. Paul, were to portray illustrated subjects, and were to be submitted to appellant for inspection. Respondent introduced evidence to show that he proceeded with the fulfillment of the order, that he at all times tendered full performance, but that he was prevented from completing the work by appellant's failure to act upon or approve certain preliminary sketches submitted for inspection. The controlling issue of fact was whether H. J. Titus, alleged to have executed the written order, had authority to thereby bind appellant.
Appellant contends (1) that respondent failed to show such authority; and (2) that the order was altered in a material respect after its alleged execution. When the order was delivered to respondent, the business card of Titus was attached thereto, upon which appeared the appellant's trade-mark, and the words: 'Hazen J. Titus, St. Paul, Minn., Superintendent Dining Car Dep't. Northern Pacific Railway.' Although it is conceded that Titus held the position mentioned, appellant contends no evidence was introduced showing the full scope of his authority; that the burden was imposed upon respondent to establish by competent evidence the fact that Titus as superintendent of appellant's dining car department was authorized to contract for and order the cards; and that proof of his official position was not of itself sufficient.
It is elementary that a principal is only responsible for acts of his agent performed within the scope of his authority, and that, to hold the principal to such responsibility, a third party in dealing with the agent must ascertain his authority, and know that he is acting within its apparent scope.
Ordinarily it would not be difficult for persons dealing with one assuming to act as agent of a private individual to ascertain the nature and extent of his authority; but in dealing with an agent who, as manager or superintendent, controls or is in charge of a department of a great corporation such as appellant, a different condition would be presented. Corporations necessarily act through authorized agents. The more extensive their business, the greater the number of their agents. Departments are created in charge of superintendents with many subordinates through whom the corporation conducts its business and deals with the public. If each and every individual having business with such a corporation must at his peril ascertain and determine the exact scope and limitation of the agent's authority, it is manifest that he could not safely deal with the acknowledged agent, and that the business of the corporation itself would be materially impaired. The public is compelled to rely upon the apparent authority of the conceded agents of such corporations, especially when, as managers or superintendents, they are placed in control of departmental affairs. The average individual would be justified in believing the superintendent of the dining car department of a railway corporation was authorized to contract for menu cards for exclusive use in its dining cars the superintendent himself assuming to purchase them. The superintendent should know the limitations placed upon his authority, and it is to...
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...131 Mich. 427, 91 N.W. 636; Ceeder v. Lumber Co., 86 Mich. 541, 49 N.W. 575, 24 Am.St.Rep. 134; Brace v. Northern Pacific Railway Co., 63 Wash. 417, 115 P. 841, 38 L.R.A.,N.S., 1135; Henderson Bridge Co. v. McGrath, 134 U.S. 260, 276, 10 S.Ct. 730, 33 L.Ed. 934; Sun Printing & Publishing As......
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