Green v. Star Fire Ins. Co.
| Decision Date | 02 March 1906 |
| Citation | 77 N.E. 649,190 Mass. 586 |
| Parties | GREEN v. STAR FIRE INS. CO. |
| Court | United States State Supreme Judicial Court of Massachusetts Supreme Court |
Harrison Dunham, for plaintiff.
Brandies Dunbar & Nutter, Edward F. McClennen, and Harrison F. Lyman for defendant.
The first and most important question raised by these exceptions is as to the authority of Madden, the defendant's Boston agent. He was apparently appointed by Mitchell and Tyler, the managers of the defendant's eastern department; or rather it would be more correct to say that he is stated by Mitchell and Tyler in their letter to the insurance commissioner to be an agent of the company in this state, without any express limitation being stated to exist upon his authority, and without any statement being made of the nature or extent of that authority. If we refer to the previous communication made to the insurance commissioner by the defendant, which appears to contain the authority under which Mitchell and Tyler acted, we find that the defendant there states that it has given to them authority 'to appoint agents' in this commonwealth, 'and requests * * * the insurance commissioner * * * to issue agents' licenses to' their appointees, and agrees 'to be bound by such actions of said managers the same as if they had been done by the officers of said company.'
The defendant is a Kentucky corporation, though authorized and wishing to do business in this commonwealth. It is the case then, of a foreign principal's appointing an agent without any statement of what his authority is, without any apparent limitation of that authority, to conduct a business which is under the close supervision of a special department of our executive government. Rev. Laws, c. 118; Stuart v. Reliance Ins. Co., 179 Mass. 434, 60 N.E. 929. Here, as in that case, there is nothing to show that Madden's authority was a limited one. Moreover, it is to be borne in mind that with those facts appearing the defendant did not see fit to offer evidence that any actual limitations ever had been in fact imposed on Madden's general authority. It seems to us that under such circumstances the judge before whom this case was tried without a jury had at least a right to find that Madden was not a mere special agent of the defendant with no other powers than those proved to have been expressly given; but that he possessed a broad and general authority, sufficiently large, at any rate, to warrant the finding which the judge has made as to the binding force of his actions upon the defendant. He was not, as in Lohnes v. Insurance Co. of North America, 121 Mass. 439, one who could merely receive applications, take risks, and settle rates of premiums, and issue policies for the defendant. He was their agent, apparently without restriction, to transact the business, which would include not only the acceptance of risks, but the adjustment and settlement of losses. Eastern Railroad v. Relief Fire Ins. Co., 98 Mass. 420. As in the case last cited, he might well have been found to be the defendant's agent for the purpose of doing its general business in this state. Apparently he was the only man with whom the defendant's customers in this commonwealth dealt, or were expected to deal. He was not a mere broker to forward applications, as in Commonwealth Mutual Fire Ins. Co. v. Fairbank Canning Co., 173 Mass. 161, 53 N.E. 373. See Wheeler v. Watertown Ins. Co., 131 Mass. 1. The limits of his authority had not been defined by any enumeration of the powers which were given to him, as in Hill v. Commercial Union Assur. Co., 164 Mass. 406, 41 N.E. 657; Parker v. Rochester German Ins. Co., 162 Mass. 479, 39 N.E. 179; Kyte v. Commercial Union Assur. Co., 144 Mass. 43, 10 N.E. 518; and Harrison v. City Ins. Co., 9 Allen, 231, 85 Am. Dec. 751, relied on by the defendant.
It is elementary law that private instructions limiting the authority of a general agent cannot bind one who deals with him without knowledge of them. Brown v. Franklin Ins Co., 165 Mass. 565, 43 N.E. 512, 52 Am. St. Rep. 534. Madden's authority must be determined by the nature of his business, and the apparent scope of his employment therein. It cannot be narrowed by private or undisclosed instructions unless there 'is something in the nature of the business or the circumstances of the case to indicate that the agent is acting under special instructions or limited powers.' Markey v. Mutual Benefit Ins. Co., 103 Mass. 78, 92, quoted in Brown v. Franklin Ins. Co., ubi supra. But the defendant argues that because Madden informed Holden, the insurance broker through whom the plaintiff's insurance was obtained, of Mitchell & Tyler's letter, the plaintiff was chargeable with notice of the actual limitation imposed on Madden's authority by this letter. The claim is that Holden's agency continued until its purpose was accomplished, that is, until the final contract of insurance was effected and the written policy delivered, and that knowledge of the agent gained during the continuance of the agency is imputed to his principal. And it may be conceded that this language is generally accurate. But we think that it might well be found here that Holden's agency had in fact come to an end when Madden received and countersigned this policy some days before the letter in question was written; that Madden then gave it to his clerk to be delivered, as it was in fact subsequently delivered, to the plaintiff, and that the purpose of Holden's agency was then accomplished and his work finished. Jones v. New York Life Ins. Co., 168 Mass. 245, 47 N.E. 92; Wheeler v. Watertown Ins. Co., 131 Mass. 1. The agreement had been made, the policy prepared and countersigned, and the delivery was to be made to the plaintiff directly. The business was not all transacted between Madden and Holden, and there was nothing to indicate that the delivery of the policy was to be made to Holden, in which case the authorities cited by the defendant would have been applicable. We think that...
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