Chase v. W.

• Decision Date: 06 March 1922
• Citation: 116 A. 213
• Parties: CHASE et al. v. WEST et al.
• Court: Maine Supreme Court

116 A. 213

CHASE et al.

v. WEST et al.

Supreme Judicial Court of Maine.

March 6, 1922.

On Agreed Statement from Supreme Judicial Court, Somerset County, at Law.

Action by Omar W. Chase and others against George F. West and others. On agreed statement. Judgment for defendants.

Argued before CORNISH, C. J., and SPEAR, HANSON, DUNN, MORRILL and DEASY, JJ.

Charles O. Small, of Madison, for plaintiffs.

Butler & Butler, of Skowhegan, for defendants.

DEASY, J. On agreed statement. Action of assumpsit to recover for a quantity of hay sold by the plaintiffs to Boyd & Harvey Company, a corporation. The plaintiffs claim to recover of the defendants as the undisclosed principals of Boyd & Harvey Company.

It is unimportant that the hay was sold upon the credit of the corporation, and not upon that of the defendants, because, if the agency existed as claimed such relation was admittedly undisclosed. Upton v. Gray, 2 Greenl. 373; Roberts v. Hartford, 86 Me. 463, 29 Atl. 1099.

The defendants deny the alleged agency, and thus the parties are at issue.

It appears that in 1918 the corporation (Boyd & Harvey Company, hereinafter called the corporation), having bargained for the purchase of a tract of Somerset county timber land known as the bank strip, for the purpose of financing the purchase of the land and lumbering operations thereon, entered into a contract with the defendants, which contract, omitting formal parts and immaterial details, is in substance as follows:

Paragraphs (1) and (2) Defendants to take conveyance of the land and pay for same partly in cash and in part by notes and mortgage. (3) Defendants to furnish for lumbering operations $15,000, "as the progress of the operations shall demand" (4) Corporation to operate on the land at once, market the product, and secure any further capital required for the purpose; parties purchasing products and making advancements on same to be allowed the "usual liens." Contracts and arrangements to be mutually agreed upon by the corporation and defendants. (5) Proceeds of sales to go to defendants and "be disbursed by them in settlement of accounts accruing against said operations and purchase payments." (6) Corporation to receive $1 per M as an "administration fee." (7) Upon being reimbursed for all disbursements and liabilities and receiving the sum of $25,000 in addition thereto, defendants to convey to corporation the land together with all their interest in buildings, improvements, betterments, equipment, machinery, tools, timber, lumber, money, accounts, bills receivable, or "property of any kind that may have been acquired by or for the said tract, or any operations connected therewith." (8) The corporation guarantees that the defendants shall receive said sum of $25,000 above disbursements and liabilities, even though profits do not amount to so much. (9) Upon receiving conveyance of property as above, corporation to "assume and become responsible for the payment of any and all debts, claims, and obligations then existing against or contracted for the said tract of land, or any operations thereon or in any connection therewith." (10) Corporation to cut and market at least 5,000,000 feet of lumber per year.

The agreed statement admits that the defendants furnished all moneys which by the terms of said contract they agreed to furnish, and applied all moneys received by them in accordance with the terms of said contract.

Some words in the contract seem to be...