Carlson v. Stone-Ordean-Wells Co.
| Decision Date | 04 January 1910 |
| Citation | 107 P. 419,40 Mont. 434 |
| Parties | CARLSON v. STONE-ORDEAN-WELLS CO. |
| Court | Montana Supreme Court |
Appeal from District Court, Silver Bow County; John B. McClernan Judge.
Action by Swend Carlson against the Stone-Ordean-Wells Company. From a judgment for plaintiff, and from an order denying a new trial, defendant appeals. Affirmed.
Binnard & Rodger, for appellant.
John A Smith, for respondent.
This is an action for damages for the breach of a contract. The complaint alleges that in December, 1904, plaintiff and defendant entered into a contract, by the terms of which it was agreed that plaintiff should become the exclusive agent for defendant in handling, in the city of Butte, the matches manufactured by the Union Match Company of Duluth, and that during the continuance of such contract no person other than plaintiff should sell or offer for sale, in said city, any of the goods mentioned. A consideration for the contract is then pleaded, and it is alleged that the plaintiff has fully kept and performed all the covenants of the agreement by him to be kept and performed; but that, in March, 1908, while the contract was still in full force and effect, the defendant wrongfully sold to divers and sundry persons in Butte 823 cases of matches manufactured by the Union Match Company of Duluth, to plaintiff's damage in the sum of $384. After admitting the allegation that defendant company is a corporation, the answer is, in effect, a general denial of all the other allegations of the complaint. A trial in the district court resulted in a verdict in favor of the plaintiff, and from the judgment entered thereon, and from an order denying it a new trial, the defendant appealed.
1. The testimony offered by plaintiff tends to show the making of an agreement, in terms substantially as set forth in the complaint. The agreement, however, was made between plaintiff and C. S. Draper, a traveling salesman for the defendant company, who, the evidence shows, did not have any authority to make a contract of that character. For the purpose of showing a subsequent ratification, by the defendant company, of Draper's unauthorized act, the plaintiff introduced in evidence, without objection, a letter received by him from the defendant company, as follows: Plaintiff also offered evidence to show that, for more than three years after making the contract, the defendant company acquiesced in it, received the benefits from it, and carried it out according to its terms, as contended for by the plaintiff. The evidence offered by the defendant is, in effect, a denial that any such contract was ever entered into or existed between the parties, and an assertion that the business relations between them were those only of seller and buyer of goods in the ordinary course of trade, as between the defendant, a wholesale house or distributer of the goods in question, and the plaintiff, a jobber residing in Butte, without any exclusive right in the plaintiff to handle the goods there. There was not any attempt made by defendant, however, to explain the letter quoted above. It went to the jury with plaintiff's testimony as to his agreement with Draper, and the undisputed fact that for more than three years after December, 1904, the defendant did not sell or attempt to sell, to any one else in Butte but the plaintiff, any matches manufactured by the Union Match Company.
In 2 Encyclopedia of Law & Practice, 868, it is said: "The conduct of the principal will be liberally construed in favor of a ratification or adoption of the acts of the agent, and slight circumstances will sometimes suffice to raise the presumption of ratification." In 1 Clark & Skyles on the Law of Agency, § 137, it is said: "As a general rule, a principal's acts will be liberally construed in favor of a ratification." It is an essential element of ratification that the principal shall have full knowledge of all material facts, unless he intentionally and deliberately ratifies when he knows that he has not such knowledge. "But if the principal has acquiesced for a number of years and has received the benefits of an unauthorized contract, he could not be relieved from any further obligation, because he had but recently discovered a fact that he should have ascertained, and which the law presumes that he did ascertain, long before." 1 Clark & Skyles on the Law of Agency, § 107.
In view of these rules, which we adopt as reasonable, we think it was for the jury to say whether, at the time the letter above was written, the defendant company was in possession of all the material facts respecting the agreement made between plaintiff and Draper, and whether, in writing the letter, it intended to approve the act of Draper in making such agreement, since ratification is generally the creature of intent. 2 Ency. Law & Practice, 867. The jury, by the general verdict rendered under proper instructions, having answered that the defendant company was possessed of such facts and did intend to approve and adopt Draper's act as its own, we think the letter itself was sufficient for the purpose and evidences a complete ratification. "All that the law requires is such a manifestation of the intent of the principal to adopt the act of the agent as would lead the ordinarily prudent man to conclude that the principal has assented." 1 Clark & Skyles on the Law of Agency, § 128.
2. Objection was made in the trial court to the introduction in evidence of a paper designated a distribution list. This was a list made for the defendant company and used by it. It shows the persons to whom the defendant made sales and the extent of such sales, and was admissible in connection with the testimony of the witness Youlden, to show the extent of the breach of the contract by defendant, and as some evidence to be considered by the jury in determining the damages recoverable by the plaintiff. Wakeman v. Wheeler & Wilson Mfg. Co., 101 N.Y. 205, 4 N.E. 264, 54 Am. Rep. 676. But it is urged that this list refers exclusively to two certain brands of matches, the "Stay Lit" and "Tip Toe," neither of which had ever been handled by plaintiff, and neither of which was manufactured at the time the alleged contract was made. There is some evidence in the record which tends strongly to show that these matches were in fact substantially the same as matches carried by the plaintiff, but put up in different boxes and differently labeled. However, this is not of great consequence; for, if plaintiff's version of the agreement is to be taken as true, the contract gave him the exclusive right to sell, in Butte, all matches manufactured by the Union Match Company at any time during the life of the contract.
3. It is urged that the complaint does not state a cause of action for the reason that it does not appear therefrom the duration of the alleged contract. But the fact that the agreement does not fix...
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