Cent. Mortg. Co. v. Mich. State Life Ins. Co.

• Decision Date: 05 May 1914
• Docket Number: Case Number: 3387
• Citation: 143 P. 175,1914 OK 203,43 Okla. 33
• Parties: CENTRAL MORTGAGE CO. v. MICHIGAN STATE LIFE INS. CO.
• Court: Oklahoma Supreme Court

1914 OK 203

143 P. 175

43 Okla. 33

CENTRAL MORTGAGE CO. v. MICHIGAN STATE LIFE INS. CO.

Case Number: 3387

Supreme Court of Oklahoma

Decided: May 5, 1914

Syllabus

¶0 1. CONTRACTS--Breach of Indefinite Contract--Right of Action. Where parties in making an agreement fail to use language sufficiently definite to enable the court to ascertain to a reasonable certainty their intent, such agreement does not constitute an enforceable contract in law; nor will it support an action for damages, based upon a breach thereof.

2. SAME--Directing Verdict. In this case the evidence shows that the agreement alleged to have been entered into between plaintiff and defendant was indefinite, vague, and uncertain to an extent that it fails to constitute an enforceable contract. Held, that, under section 924, Rev. Laws 1910, and likewise under the general law, such agreement is void, and the court did not commit error in directing a verdict for defendant.

3. PRINCIPAL AND AGENT -- Agency--Question for Jury--Evidence. Where there is any competent evidence bearing upon the issue of agency, the extent of the authority of such agent, and the evidence is conflicting, the issue as to such agency and the extent of authority of such agent are questions to be determined by the jury.

4. SAME--Question of Law. In this case the only evidence relied upon as constituting agency was a certain letter written by the defendant to the plaintiff. Held, whether or not such letter constituted the relation of principal and agent was a question of law to be determined by the court; and it was not error to fail to submit said issue to the jury.

Error from Superior Court, Muskogee County; Farrar L. McCain, Judge.

Action by the Central Mortgage Company against the Michigan State Life Insurance Company. Judgment for defendant, and plaintiff brings error. Affirmed.

Baker, Pursel & Leith, John H. King, and Earl Bohannon, for plaintiff in error

Maloney & Broaddus (Arthur Jones, of counsel), for defendant in error

RIDDLE, J.

¶1 Plaintiff in error was plaintiff below, and defendant in error was defendant, and the parties will be referred to herein as they were in the trial court.

¶2 Plaintiff instituted this suit on the 20th day of February, 1911, seeking to recover $ 20,000 damages for breach of contract. It is stated, in substance, in the petition that on the 20th day of May, 1910, the defendant company, through its agent, W. C. Henry, who had authority to make such contracts, entered into an oral contract with plaintiff, in which defendant, through W. C. Henry, agreed to purchase from plaintiff within one year $ 100,000 worth of real estate mortgages and notes. Plaintiff was to obtain said mortgages and notes from various parties in the state of Oklahoma, and defendant was to take the mortgages from the plaintiff at the rate of 6 per cent. interest, which would net the plaintiff 4 per cent. Said mortgages and notes were to become due in five years. Plaintiff, through its officers, was to furnish and did furnish defendant company life insurance policies, and was to use its influence and assist defendant in securing policies of no certain amount; that plaintiff caused to be furnished to defendant $ 19,000 worth of life insurance policies; also furnished $ 1,200 worth of mortgages. Plaintiff further alleged that it procured applications for about $ 3,600 worth of mortgages and sent them to defendant, but that defendant refused to take said mortgages, and also refused to buy or take any more mortgages under said contract, thereby resulting in damage to plaintiff in the sum of $ 20,000.

¶3 Defendant filed its answer, denying generally each and every allegation, specially denying that W. C. Henry was agent of defendant and that he had any authority to enter into any parol contract as alleged. Plaintiff filed a general reply, and set up affirmatively that, in the event Henry was not an authorized agent to make the contract, he acted as one who assumed to be an agent, and that defendant ratified the contract.

¶4 The substance of the testimony on the part of plaintiff necessary to be stated is as follows: Question propounded to George B. Shoenfelt, president of plaintiff company:

"I want to know what Mr. Henry said, both there at your office and at his office? A. Mr. Henry said that the Michigan State Life Insurance Company would take $ 100,000 worth in a year; I asked him if they would, and he said they would. He said they had taken $ 95,000 worth of mortgages from the Jefferson Mortgage Company within the year. He said they would, and then he wanted to know if I was going to give him insurance and how the stockholders were lined up. I said I could not speak for any one but myself; that I could take some. When we met in our own office, Mr. Gast took $ 10,000 and I took $ 4,000. The conversation was I should furnish this insurance, which I furnished. Q. Tell what it was up there? A. I was to furnish all the insurance, give him the name of prospects, as he called them, and, if I knew of anybody, or any of my local agents knew of any one, I was to give him the names, and he would go and see them. That was the nature of it."

¶5 It is admitted that one W. C. Henry was the general agent of defendant company for the purpose of soliciting and writing insurance, and it may be presumed, with such authority as is generally conferred upon general agents of insurance companies; but the only evidence of any authority of said Henry to represent the defendant company relative to the purchase of notes and mortgages is contained in plaintiff's Exhibit B, the same being a letter of date May 11, 1910, addressed to plaintiff company, which letter, omitting the caption, reads:

"Gentlemen: We are in receipt of your favor of the 9th, and beg to advise that we have bought a considerable number of Oklahoma real estate mortgages through our connection with the Jefferson Trust Company, McAlester, Oklahoma. The plan of this company is to invest the money in the localities where the premiums are received from our insurance policies and through our connection sell more policies, and I am today taking up the matter with Mr. W. C. Henry, manager of the Oklahoma state agency, who resides in Muskogee, requesting him to call and see you. Some arrangements may be made similar to our agreement with the Jefferson Trust Company, so that the business would be mutually satisfactory to all parties. Thanking you, I am yours very truly,

"FREDERICK APPS,

"President."

¶6 At the close of plaintiff's testimony, defendant filed its demurrer, in the nature of a motion for a directed verdict, which was by the court sustained, and a verdict returned by the jury in favor of defendant under direction of the court. Final judgment was rendered upon the verdict of the jury, and motion for new trial was filed and overruled, exceptions taken, and the petition in error and original case-made have been filed in this court for reversal of said judgment.

¶7 Plaintiff sets out the following assignments of error:

"(1) The court erred in charging the jury that they must find a verdict in favor of the defendant.

"(2) The court erred in rendering a judgment in said cause, because the same is contrary to the law and the evidence in said cause.

"(3) The court erred in sustaining the demurrer of defendant to plaintiff's evidence.

"(4) The court erred in not submitting the case to the jury for their consideration.

"(5) The court erred in overruling plaintiff's motion for a new trial."

¶8 These various assignments raise only one general proposition; that is: Did the court commit error in directing a verdict for the defendant? While there are several points discussed by plaintiff, it will be necessary to give consideration to only two questions raised under the proposition stated: First. Assuming that W. C. Henry was the agent of defendant, was there an enforceable agreement made between plaintiff and defendant? Second. Under the facts shown, was there any competent evidence introduced to warrant the court in submitting the issue of agency to the jury? In our judgment, each of these questions must be answered in the negative.

¶9 Section 924, Rev. Laws 1910, provides:

"Where a contract has but a single object, and such object is unlawful, whether in whole or in part, or wholly impossible of performance, or so vaguely expressed as to be wholly unascertainable, the entire contract is void." (Italics ours.)

¶10 It may be said that this statute is merely declaratory of the general law upon the subject. The substance of the testimony of pl...