Hall v. Encyclopaedia Britannica, Inc.

Decision Date18 May 1949
Docket NumberNo. 2.,2.
Citation37 N.W.2d 702,325 Mich. 35
PartiesHALL v. ENCYCLOPAEDIA BRITANNICA, Inc., et al.
CourtMichigan Supreme Court

OPINION TEXT STARTS HERE

Appeal from Circuit Court, Wayne County; Theodore J. Richter, judge.

Action by Richard Hall against the Encyclopaedia Britannica, Inc., a New York corporation, and Dante Guido, jointly and severally, to recover for breach of alleged oral agreement. From a judgment for the defendant, plaintiff appeals.

Affirmed.

Before the Entire Bench.

Arthur J. McIntyre, Detroit, for appellant.

Bevan, Walter & Zwerdling, Detroit, for appellees.

DETHMERS, Justice.

Plaintiff entered into a written agreement whereunder he was appointed agent of the defendant corporation to sell books on a commission basis. The contract contained the following provision:

‘This contract shall not be modified or changed by any verbal promise or statement by whomsoever made and no such promise or statement shall be binding upon the Company until the same shall have been approved in writing by the Company.’

Plaintiff says that thereafter defendant Guido, as division sales manager of the corporation, made an oral agreement with him on behalf of the corporation whereby the latter undertook to do certain things, not mentioned in the written contract, to aid plaintiff in the sale of books, but that the corporation failed to perform accordingly.

Plaintiff did not show that Guido had actual authority from the corporation to make the oral agreement and defendants deny it. Plaintiff, however, relies upon language quoted with approval in Grinnell v. Carbide & Carbon Chemicals Corp., 282 Mich. 509, 276 N.W. 535, 541, as follows:

‘It is elementary that persons dealing with an agent may rely on his apparent authority, Marx v. King, 162 Mich. 258, 127 N.W. 341, and that such authority is to be gathered from all of the facts and circumstances properly admitted in evidence.’

Aside from the fact that Guido was one of defendant corporation's division sales managers there is no evidence in the record to support a finding of apparent authority on his part to so bind the corporation. The quoted provision of the contract constitutes a fact or circumstance negativing any idea of such apparent authority.

“If there is anything likely to put a reasonable business man upon his guard as to the authority of the agent, it is the duty of the third party to inquire how far the agent's acts are in pursuance of the principal's limitation.” Humphrey v. Onaway-Alpena Tel. Co., 204 Mich. 97, 170 N.W. 1, 5.

Plaintiff made no such inquiry. There is no evidence that the corporation, prior to the termination of plaintiff's employment with it, accepted any benefits under the allegedoral agreement or in any other way ratified...

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10 cases
  • Hair Assoc. v. National Hair Replacement Services
    • United States
    • U.S. District Court — Western District of Michigan
    • November 18, 1997
    ...it binds the principal and not the agent. Whitney v. Wyman, 101 U.S. 392, 396, 25 L.Ed. 1050 (1879); Hall v. Encyclopaedia Britannica, Inc., 325 Mich. 35, 37 N.W.2d 702 (1949); Riddle v. Lacey & Jones, 135 Mich.App. 241, 246-47, 351 N.W.2d 916 (1984); Restatement (Second) of Agency § 320 Th......
  • Stanback v. Stanback
    • United States
    • North Carolina Supreme Court
    • May 17, 1979
    ...limiting contractual risk with or without formal application of the Hadley v. Baxendale test. See, e. g., Hall v. Encyclopaedia Britannica, Inc., 325 Mich. 35, 37 N.W.2d 702 (1949); Seidenbach's Inc. v. Williams, Okl., 361 P.2d 185 (1961). See D. Dobbs, Remedies, § 12.4, p. 819; McCormick o......
  • Alexander v. Udv North America, Inc.
    • United States
    • U.S. District Court — Eastern District of Michigan
    • December 16, 1999
    ...torts, an agent is not liable for the contracts [he] makes on behalf of a disclosed princip[al].");13 Hall v. Encyclopaedia Britannica, Inc., 325 Mich. 35, 38, 37 N.W.2d 702, 704 (1949); Huizenga v. Withey Sheppard Assocs., 15 Mich.App. 628, 633, 167 N.W.2d 120, 122-23 (1969). The commentar......
  • Mickam v. Joseph Louis Palace Trust, 92-77324.
    • United States
    • U.S. District Court — Western District of Michigan
    • March 1, 1994
    ...for his own torts, an agent is not liable for the contracts it makes on behalf of a disclosed principle. Hall v. Encyclopedia Britannica, Inc., 325 Mich. 35, 37 N.W.2d 702 (1949); Huizenga v. Withey Sheppard Assoc., 15 Mich.App. 628, 167 N.W.2d 120 Accordingly, Seaver's motion for summary j......
  • Request a trial to view additional results

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