J. C. Quillian & Bros. v. Wales Adding Mach. Co.

• Decision Date: 09 June 1925
• Docket Number: 16363.
• Citation: 128 S.E. 698,34 Ga.App. 135
• Parties: J. C. QUILLIAN & BROS. v. WALES ADDING MACH. CO.
• Court: Georgia Court of Appeals

128 S.E. 698

34 Ga.App. 135

J. C. QUILLIAN & BROS. v. WALES ADDING MACH. CO.

No. 16363.

Court of Appeals of Georgia, First Division

June 9, 1925

Syllabus by the Court.

Where the authority of a special agent to sell is limited by a writing to which the purchaser is a party, the seller is not bound by any agreement between the agent and the purchaser which is not contained in the writing. The court did not err in directing a verdict for the plaintiff.

Additional Syllabus by Editorial Staff.

In view of Civ. Code 1910, § 3595, when contract made by agent is relied on, authority of agent must be shown.

Seller of adding machines, by retaining old machine, did not ratify acts of its agent in selling new machine and taking old one in trade, where there was no evidence that seller knew that agent had taken possession of old machine.

Error from City Court of Hall County; W. B. Sloan, Judge.

Action by the Wales Adding Machine Company against J. C. Quillian & Bros. Judgment for plaintiff, and defendants bring error. Affirmed.

Ed Quillian, of Gainesville, for plaintiffs in error.

James M. McClure and G. F. Kelley, both of Gainesville, for defendant in error.

BLOODWORTH J. (after stating the facts as above).

While the defendants alleged in their plea that Clary was the agent of the plaintiff, there is no evidence that in this transaction he was anything more than an agent to sell, a special agent. Indeed, D. T. Quillian, a member of the defendant firm, swore that "this man Clary came to us because I called the Wales Adding Machine Company and told them to send a man to fix the machine we had." The question of the sale arose after the arrival of Clary. "Agency to sell does not necessarily carry with it agency and authority to collect." Collins & Toole v Crews, 3 Ga.App. 238 (1), 59 S.E. 727.

It is a well-recognized principle of law that, when a contract made by an agent is relied on, the authority of the agent must be shown. Not only did the law put the purchaser on notice that "in special agencies for a particular purpose, persons dealing with the agent should examine his authority" (Civil Code of 1910, §§ 3595; Baldwin Fertilizer Co. v. Thompson & McAlister, 106 Ga. 480 (1), 32 S.E. 591; Americus Oil Co. v. Gurr, 114 Ga. 624 (3), 40 S.E. 780; Southern R. Co. v. Grant, 136 Ga. 303 [2, 2a], 71 S.E. 422, Ann.Cas. 1912C, 472), but the very contract which the defendants signed expressly provided that "no representations or agreements made by an agent or any other person, not included herein, shall be binding." In Littleton v. Loan Association, 97 Ga. 172, 25 S.E. 826, the first headnote is as follows:

"One who deals with a special agent, knowing at the time the limits within which the agent, under the terms of his appointment, has authority to bind his principal, is bound to act

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