Knickerbocker Fine Cars, Inc. v. Peterson, 59-414

• Court: Florida District Court of Appeals
• Writing for the Court: MILLEDGE, STANLEY; HORTON, C. J., and PEARSON
• Citation: Knickerbocker Fine Cars, Inc. v. Peterson, 118 So.2d 639 (Fla. App. 1960)
• Decision Date: 14 March 1960
• Docket Number: No. 59-414,59-414
• Parties: KNICKERBOCKER FINE CARS, INC., a Florida corporation, Appellant, v. Herbert W. PETERSON, Appellee.

Page 639

118 So.2d 639

KNICKERBOCKER FINE CARS, INC., a Florida corporation, Appellant, v. Herbert W. PETERSON, Appellee.

No. 59-414.

District Court of Appeal of Florida, Third District.

March 14, 1960.

Earnest E. Roberts, Miami, for appellant.

Harry J. Chadderton, Miami, for appellee.

MILLEDGE, STANLEY, Associate Judge.

The original defendant appeals from a judgment of the Civil Court of Record of Dade County, based on a jury verdict of $1,440 compensatory and $1,000 punitive damages, for the conversion of an automobile. The defendant, by self help, took possession of a car which the plaintiff contended he bought from the defendant, by means which induced the jury to award punitive damages, an aspect of the case which does not concern us. The point insisted on by the defendant is that the instrument relied on by plaintiff as a bill of sale was in reality nothing but an order which, by its terms, was not to become a contract until authorized by an officer of defendant company. The trial judge did not construe the instrument as a matter of law but submitted the form of the instrument as a fact to be considered by the jury along with all the other facts as bearing on the question to be decided whether the plaintiff was justified in relying on appearances in treating the salesman who signed the instrument on behalf of the defendant as having apparent authority to do so.

The defendant seems to concede, implicitly at least, that the circumstances created apparent authority in Rogers, the used car salesman, except for the express language of the instrument itself. The language of the printed form relied on is: 'This order is not binding unless authorized by an officer of the company and purchaser's credit has been approved by finance company.' The word 'order' appears in a number of other places on the paper. The defendant says that since the instrument was never authorized by an officer of the defendant, there never was a contract; only an offer to buy which was never accepted. If there was never a contract, then no title of any kind, equitable or legal, ever passed to the plaintiff in the Ford car in question, and the defendant could not be guilty of conversion when he obtained possession of his own vehicle.

Appellant cites a number of cases from other jurisdictions, encyclopedias and texts to the effect that an order taken by a salesman will not immediately create a contract if confirmation by th salesman's principal is expressly or impliedly made a term or condition of the agreement. For the purpose of this case, we can assume that the foregoing generality is applicable in Florida. The statement of a general proposition will not, of itself, solve a particular problem. In the cases cited by appellant in support of the generality, the instrument contained words like the first part of the sentence in the instant paper, but did not contain the second part. Had the instrument here read, 'This order is not binding unless authorized by an officer of the company,' and stopped there, appellant's cases would be in point. In the face of such language (if the purported buyer is made aware of them) these cases hold that the buyer is in no position to assert that the circumstances justified him in presuming that the agent has the requisite authority. In short, an agent's authority which might otherwise be apparent is made unapparent by the words of the instrument and the words are effective for this purpose if the one dealing with the agent can fairly be charged with knowledge of the existence and usual meaning of the words. This is expressly the way the court dealt with the problem in Oliver Farm Equipment Sales Co. v. Walters, 109 Ind.App. 551, 37 N.E.2d 9, 11, a case cited by the appellant. The court there reasoned:

'The real question before us is, do the facts in the instant case warrant a conclusion that such apparent or ostensible agency existed and could properly be relied upon by the appellee at the time of the so called 'order'?

'We think the so-called 'order' or contract between Bledsoe and the appellee completely negatives and nullifies the idea that the appellee thought he was dealing with one (Bledsoe) who had authority to bind the appellant for it contained the specific provision that 'I agree that this order is subject to acceptance by * * * and this contract shall be of no effect whatever until such acceptance in writing is given.''

But in the case at hand, the provision is quite different. The provision that the instrument is not binding unless authorized by an officer does not stand alone; it is coupled with the other 'unless;' unless the purchaser's credit...