C. L. Gray Lumber Co. v. Shubuta Motor Co

• Decision Date: 12 March 1934
• Docket Number: 31075
• Citation: 169 Miss. 393,153 So. 155
• Court: Mississippi Supreme Court
• Parties: C. L. GRAY LUMBER CO. v. SHUBUTA MOTOR CO

153 So. 155

169 Miss. 393

C. L. GRAY LUMBER CO. v. SHUBUTA MOTOR CO

No. 31075

Supreme Court of Mississippi

March 12, 1934

Division A

1. PRINCIPAL AND AGENT. One dealing with agent may rely on his express authority, implied authority, and apparent authority.

"Apparent authority" is the power of an apparent agent to affect the legal relations of an apparent principal with respect to a third person by acts done in accordance with such principal's manifestations of consent to such third person that such agent shall act as his agent.

2. PRINCIPAL AND AGENT.

Whether manager of business has implied authority to buy supplies therefor on owner's credit depends on character of business and custom and usage relative thereto.

3 CORPORATIONS.

Evidence that one employed by lumber company to manage planing mill and haul lumber had implied or apparent authority to buy truck and accessories therefor on credit of company, held insufficient for jury.

HON. J D. FATHEREE, Judge.

APPEAL from circuit court of Clarke county, HON. J. D. FATHEREE Judge.

Action by the Shubuta Motor Company against the C. L. Gray Lumber Company. From a judgment in favor of plaintiff, defendant appeals. Reversed and rendered.

Reversed and judgment here for appellant.

Bozeman & Cameron, of Meridian, for appellant.

It is familiar learning that a person dealing with the agent of another must know the limitations of authority upon the powers of the agent, and where he has no authority to make an agreement, in the absence of elements of estoppel, such agreements do not bind the principal.

Gruner v. Algonquin, 123 Miss. 157, 85 So. 191; Ismert v. Natchez, 124 Miss. 205, 86 So. 588; Allen v. Moss Tie Co., 157 Miss. 392, 128 So. 351; Gruner Lbr. Co. v. Bank, 143 Miss. 454, 109 So. 274.

The record in this case wholly fails to show any waiver or ratification by C. L. Gray Lumber Company of Wetherbee's unauthorized acts here involved, or any facts which would created an estoppel upon C. L. Gray Lumber Company to deny liability therefor.

A custom of the agent to act in violation of the limitations placed by the principal on the agent's authority can create no waiver or estoppel on the principal, unless it is shown that such custom on the part of the agent was known to and acquiesced in by the principal.

Oddfellows v. Smith, 101 Miss. 332, 58 So. 100.

H. F. Case and B. C. Adams, both of Quitman, for appellee.

One of the axioms of the law is that a corporation may act only through human agencies. It is elemental law that an agent with express authority may bind his principal; that an agent who has implied or apparent authority may bind his principal, whether he has real authority or not; and that even if the agent has neither real or apparent authority, the principal by its acts may ratify its agents unauthorized acts and become estopped to assert his lack of authority, if any, as a defense.

McCloskey Brothers v. Hood Milling Co., 80 So. 492, 119 Miss. 92; 7 R. C. L. 628, par. 627; 2 C. J. 573; Allen v. Moss Tie Co., 157 Miss. 392, 128 So. 351; 21 R. C. L. 856, par. 34; Potter v. Springfield Milling Company, 23 So. 259.

It is an established principle of law that where a person acts for another, who accepts the fruits of his efforts, the latter must be deemed to have adopted the methods employed, as he may not, even though innocent, receive the benefits and at the same time disclaim responsibility for the measures by which they were acquired. With the benefits of the contract, he must accept the responsibilities.

21 R. C. L. 932, par. 111; Meyer Weiss & Co. v. Morgan, 51 Miss. 21, 24 Am. Rep. 617.

OPINION

Smith, C. J.

This is an appeal from a judgment against the appellant on a promissory note and an open account. The note was executed, and the account made by an agent of the appellant, and its contention is that the court below should have directed a verdict in its favor, for the reason that it appears from the evidence that the agent was without authority to execute the note or make the account.

The appellant is a corporation, whose main office and place of business is at Meridian, Mississippi. It owns and operates at Kiwanee in Clark county, Mississippi, a planing mill and commissary, and also owns standing timber situated several miles from Hiwanee. It entered into a contract with E. L. Wetherbee to manage and operate its planing mill and commissary; to cut its timber, saw it into lumber at a mill owned by Wetherbee, to deliver the lumber so sawed to the planing mill, where it would be planed and disposed of as the appellant should direct. The expense of operating the planing mill was to be paid by the appellant, but the expense of cutting, sawing, and delivering the lumber to the planing mill was to be borne by Wetherbee. For this Wetherbee's compensation was to be one hundred dollars per month and "so much per thousand feet " (the amount of which does not appear) for the lumber delivered at the planing mill. There was a sign at the commissary reading "Wayne Lumber Company."

Wetherbee purchased an automobile truck for use in hauling timber to his mill and lumber therefrom to the planing mill, and gave a promissory note therefor, the signature to which is "Wayne Lumber Company, by E. L....