Ferris v. Snow
| Decision Date | 08 April 1902 |
| Citation | 130 Mich. 254,90 N.W. 850 |
| Court | Michigan Supreme Court |
| Parties | FERRIS v. SNOW et al. [1] |
Cross appeal from circuit court, Wayne county, in chancery; George S. Hosmer, Judge.
Suit by Loyde L. Ferris, as administratrix of the estate of George W Ferris, deceased, and in her own behalf, against Frank E Snow and others. From the decree complainants and certain defendants appeal. Reversed.
De Forest Paine, for appellants Woodruff and Jackson.
George W. Radford, for complainants and minor defendants and other appellants.
George W. Ferris and the complainant were husband and wife. On January 2, 1893, they joined in a land contract under seal whereby they agreed with Frank E. Snow, trustee, to sell to him, for the sum of $21,500, certain premises then owned by said George W. Ferris, said Snow, trustee, undertaking to pay therefor, in the manner and at the times specified in the contract. Ferris subsequently died, and after payment of interest to her for some time, in which all of the defendants participated, each paying one-third, this bill was filed to foreclose the land contract, by the complainant, acting in the capacity of administratrix of her husband's estate. The complainant claims that the three defendants associated together and purchased said land, through and in the name of Snow, and the main controversy in the case is whether this is so, thereby making them jointly and severally liable for an anticipated deficiency. That the defendants had equal interests in the premises is beyond dispute, and that they combined to procure it through Snow, in whose name, for reasons and purposes of their own, not disclosed, they chose to have the contract made, is equally certain. This they had a right to do, and unless Ferris had a right to understand that the contract was made on their behalf, and unless he had a right to look to them for its performance, they assumed no obligation as to him, either legal or equitable, through the act of Snow. Upon the hearing in the circuit court, a decree was made that each of the defendants should be primarily liable for a third of the deficiency, and that Snow should be liable for all. All parties have appealed, except Snow against whom the bill was taken as confessed. Upon a former hearing (83 N.W. 374), on demurrer, it was held that the bill as there framed did not allege a cause for relief, because it showed that the contract was under seal, and defendants Woodruff and Jackson were not named in it, and it contained no allegation of facts constituting a ratification of the contract by them. The cause was remanded, with leave to amend, and the bill has been since amended by the insertion of allegations supposed to charge a ratification by them of Snow's contract.
Aside from the question whether a contract under seal can be ratified by acts in pais, or by one who is not mentioned in it, a ratification implies an undertaking, by which it was attempted to bind the principal, to be ratified. The theory of ratification is that the principal adopts the action of his agent. No consent by C. to step into the place of A., who has assumed to make a contract with B., on his own behalf would establish privity of contract between B. and C. unless based upon a new consideration. It is different when A. assumes to contract with B. on behalf of C. In such case the contract is not changed in terms, but is vitalized by a ratification of the unauthorized act of the agent. Ratification cannot be in part, but must be of the whole contract. Story, Ag. � 250. The writing in this case is, upon its face, plainly one between Ferris and Snow, and no one else, and one which Snow could not make for Jackson and Woodruff, for want of written authority. Moreover, the evidence is clear that Snow did not represent to Ferris that he was making this contract on behalf of any one but himself. The only evidence upon the subject tending to show the contrary is that Woodruff took an interest in the title to be obtained, and said, in substance, that, 'We don't want it with a defective title to the twenty acres,' and when Snow was asked why the contract 'did not mention Mr. Jackson and Mr. Woodruff,' the witness says that Snow answered, 'Because Mr. Ferris and Mr. Snow had been friends for a number of years, and Mr. Snow explained that it would be simpler to transact the business with one than with several.' It does not appear when or where this talk occurred. If it was after the contract was made, as the language would...
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