Laird v. Campbell

• Decision Date: 22 May 1882
• Citation: 100 Pa. 159
• Parties: Laird <I>versus</I> Campbell.
• Court: Pennsylvania Supreme Court

100 Pa. 159

Laird versus Campbell.

Supreme Court of Pennsylvania.

March 23, 1882.

May 22, 1882.

March 23d 1882.

Before SHARSWOOD, C. J., MERCUR, GORDON, PAXSON, TRUNKEY, STERRETT and GREEN, JJ.

ERROR to the Court of Common Pleas, No. 3, of Philadelphia county: Of January Term 1882, No. 199.

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Hunn, for the plaintiff in error.—Under the ruling of this court in the former writ of error in this case (11 Norris 473), the question to defendant was inadmissible.

Campbell, having signed the agreement, cannot be released by any promise of Young that others would sign, because (1) it is admitted Young had no authority to make such promise; (2) such promise, being executory, was not a misrepresentation; and (3) Campbell's signature operated as an inducement to other creditors who did subsequently sign. Campbell might have ascertained the extent of Young's authority, but did not and he cannot now avail himself of his own negligence to escape from the effects of his signature: Whiting v. Lake, 10 Norris 353; Shelhamer v. Thomas, 7 S. & R. 109.

One seeking to charge another through an agent must not only establish the fact of the agency, but also the extent of it: Union Refining Co. v. Bushnell, 7 N. 91; Hays v. Lynn, 7 Watts 524; Moore's Ex'rs v. Patterson, 4 Casey 505; Phila. & Reading R. R. Co. v. Johnson, 7 W. & S. 328; Kerns v. Piper, 4 W. 222.

The agreement of composition contained all the authority there was. The pretension by an agent to extraordinary powers, or peculiar powers, is by itself sufficient to arouse suspicion: Wharton's Commentaries on Agency and Agents (1876), § 139.

John G. Johnson (Albert L. Wilson with him) for defendant in error.—It is admitted that some creditors were paid in full, and one creditor was paid fifty per cent. to induce him to sign the agreement. It is well settled that an agreement by a creditor to accept less than the amount of his claim, on condition that all the creditors sign, is not a discharge of the debt, if all do not sign and some are paid in full: Greer v. Shriver, 3 P. F. Smith 259; Robbins v. The Church, 2 W. N. C. 592.

A party seeking to enforce a contract made by his agent, is bound by his declarations made at the time, although he exceeded his authority. If he would have the benefit of the bargain, he must adopt it as his agent made it: Keough v. Leslie, 8 W. N. C. 172; James v. Building Ass'n. 9 W. N. C. 325; Mundorff v. Wickersham, 13 P. F. S. 87; Bennett v. Judson, 21 N. Y. 238. A debtor cannot have the benefit of a compromise and release effected by his agent, without adopting all the representations made by the agent to the creditors in negotiating it: Crans v. Hunter, 28 N. Y. 389.

In view of the evidence that the promise made by Young to Campbell was the very inducement which secured Campbell's signature to the agreement, under the above authorities, there was no error in the refusal to charge as requested by defendant in the fourth and fifth points. The court fairly left the matter to the jury.

The principle above contended for is not altered by the fact that the representation was as to something to be done by a third party, when that party is a creditor, and sustains the same relation to Laird that Campbell does. For, as the condition was that all the creditors should sign, the payment of any one in full would not prevent the other creditors from collecting their claims in full, notwithstanding their signatures to the compromise.

Nor is the position tenable, that Campbell is bound because he could have ascertained for himself, by inquiring of Laird, what Young's authority was. In all the foregoing cases, the parties dealing with agents could likewise have made inquiry of the principals, and were not estopped thereby from setting up the representation of the agent, which induced them to contract.

Mr. Justice TRUNKEY delivered the opinion of the court May 22d 1882.

Laird was engaged in business in Philadelphia, and having become financially embarrassed, called a meeting of his creditors, when nearly all of them signed an agreement of composition. Afterwards he sent this agreement to Young, in New York, with instructions to present it to his New York creditors for their signatures. Young presented it to Campbell, who signed it. There is testimony to show, and the verdict establishes, that immediately before the signing by Campbell, Young told him that Mairs & Co. would sign, and that it was perfectly understood, that unless all Laird's creditors signed the agreement, it would not be binding. Mairs & Co. and other creditors did not sign, and some of these were paid in full: one who signed, did so upon the promise that he should receive fifty per centum of his claim, and he was paid accordingly.

A composition agreement between a debtor and a part of his creditors is valid, unless it appears that the agreement was contingent upon all the creditors, or a certain number, uniting therein, or the debtor has failed to comply with the terms of the composition....