Eggleston v. Advance Thresher Co.

• Decision Date: 17 November 1905
• Parties: EGGLESTON et al. v. ADVANCE THRESHER CO.
• Court: Minnesota Supreme Court

96 Minn. 241

104 N.W. 891

EGGLESTON et al.

v.ADVANCE THRESHER CO.

Supreme Court of Minnesota.

Nov. 17, 1905.

Appeal from District Court, Nobles County; P. E. Brown, Judge.

Action by Herbert W. Eggleston and George M. Eggleston, copartners as Eggleston Bros., against the Advance Thresher Company. Verdict for plaintiffs. From an order denying a new trial, defendant appeals. Affirmed.

Syllabus by the Court

An agent of defendant, with authority to sell its machinery for cash or secured promissory notes, sold a threshing machine outfit and accepted and received from the purchasers (plaintiffs), without express authority, certain personal property in part payment of the purchase price. The contract of sale was subsequently rescinded by mutual consent of the parties, but the property delivered to the agent in part payment was never returned, and plaintiffs brought this action against defendant, the principal, to recover the value thereof. It is held that the manner and course of dealing between the agent and defendant as disclosed by the evidence was, within the rule laid down in Columbia Mill Co. v. Bank, 53 N. W. 1061, 52 Minn. 224, such as to charge defendant with liability for the act of the agent in taking property from plaintiffs in part payment for the machine.

As between the immediate parties to a written contract, where one is induced by the false statements of the other to sign the same, he is not bound thereby, and may defend against the contract on the ground of fraud, even though negligent in signing without reading it.

Evidence considered, and held sufficient to sustain the verdict. L. L. Longbrake and Laron Jones, for appellant.

Steele S. Smith and Benton & Molyneaux, for respondents.

BROWN, J.

The facts in this case are as follows: During the years 1901, 1902, and 1903, one Shanahan was defendant's agent at Worthington, Minn., for the sale of its threshing machines and other farm implements, and his appointment and authority as such were embodied in a written contract which specifically stated and fixed the terms of the agency. The contract in a general way clothed the agent with authority to sell defendant's machinery on the terms and conditions specified therein, and provided that the company would furnish order blanks to the agent, which he was required to use in taking orders for machinery, whether the sales were for cash or on time; that all orders should be filled out in triplicate, one copy to be forwarded at once to the company's branch office at Minneapolis, one to be delivered to the purchaser, and the other to be retained by the agent at his office, and to contain a property statement by the purchaser and the terms and conditions of the sale; that all money, notes, and security taken by the agent on any sale should belong to the company, and that no verbal modifications in the terms of the contract would be recognized by the company; and specified particularly the terms on which the agent was authorized to make sales. The agent agreed to abide by the contract. In December, 1902, Shanahan sold one of defendant's threshing machines to plaintiffs, taking from them the order required by his contract of agency and in which the price and terms of sale were stated, viz.: A complete threshing outfit for the sum of $3,350, payable in three annual installments of $850 each; and as a part of the contract, and in part payment of the purchase price, the agent agreed to accept and receive from plaintiffs certain horses and old machinery, valued at $800, which agreement was incorporated in the body of the order. The horses and old machinery were subsequently delivered to the agent, who accepted and received the same in accordance with the terms of the contract. The agent ordered the threshing machine to be sent on by defendant, and it arrived in August, 1903, consigned to Shanahan. For reasons not clearly disclosed by the evidence, the parties at about the time the machine arrived, the agent acting for defendant, rescinded the contract and plaintiffs were relieved from further obligations thereunder. Whether this rescission was brought about because of the fact that plaintiffs were unable to pay freight charges for the transportation of the machine to Worthington, as they had agreed to do by the terms of the order, or because the machine had arrived so late in the threshing season as to make it practically certain that few jobs of threshing could be then obtained, we need not stop to inquire. The fact remains that the order for the machine was canceled and the contract rescinded by mutual consent, and that the agent subsequently sold the machine to other parties. Prior to this time the agent sold the horses and old machinery delivered to him in part payment, and neither the property nor the proceeds thereof was ever returned to plaintiffs. This action was brought to recover the value of such property, on the theory that defendant was responsible for the acts of its agent and bound thereby. The defense to the action was: (1) That the contract by which the agent took the property from plaintiffs in part payment for the machine was without and beyond the scope of his authority, and unauthorized; and (2) that plaintiffs subsequently released defendant from liability on account of the transaction. Plaintiffs had a verdict in the court below, and defendant appealed from an order denying its alternative motion for judgment notwithstanding the verdict or for a new trial. The assignments of error on this appeal necessary to be specially considered present the question whether the evidence sustains the verdict. We find no reversible errors in the record, either in the admission or exclusion...