Mattocks v. Young

• Decision Date: 21 November 1876
• Citation: 66 Me. 459
• Parties: CHARLES P. MATTOCKS v. CHARLES YOUNG. 1876.
• Court: Maine Supreme Court

66 Me. 459

CHARLES P. MATTOCKS v. CHARLES YOUNG.

1876.

Supreme Judicial Court of Maine.

November 21, 1876

ON EXCEPTIONS from the superior court.

COVENANT BROKEN for refusing to transfer a draft after tender of amount agreed in accordance with contract under seal.

The facts are these: In December, 1872, John W. Jones, corn packer, was indebted to Levi Millett for corn furnished at Bridg ton factory, balance of $101.64; to G. G. Learned, same account, $90.50; to Charles Young, same account, $88.72.

On January 10, 1873, the defendant settled his own account together with Millett's and Learned's, receipting in full for each account and signing the accounts of Levi Millett and G. G. Learned on the corn Ledger, " Levi Millett per Charles Young," " G. G. Learned per Charles Young," taking in payment one draft upon Jones drawn by his Bridgton agent, payable at sight to his (Young's) order. This draft was accepted upon presentation, but during the three days of grace, Jones failed, and the draft was not paid. An attempt was soon after made to compromise with creditors. In this attempt Charles Young, who still held the dishonored draft, was treated with as a creditor to the extent of the draft and chosen one of a committee of nine, appointed on behalf of the creditors whose debts had been incurred at the Bridgton factory, with full power under seal as their attorneys to settle, compound, sell or transfer their debts, or to make binding agreement so to do upon such terms and conditions as they should see fit.

Many of the corn planters in Bridgton, had received one-half of their pay for corn furnished in 1872, as in the case of Learned and Young, while others had received little or nothing as in the case of Millett. It was agreed therefore, that all the creditors represented should transfer their claims to the plaintiff in this suit, for such sum as, with amounts previously received, should give them the first half of their indebtedness in full, and ten per cent on the balance. There were over three hundred Bridgton factory creditors represented by these nine attorneys, and their names were appended to the instrument, by which the agreement to transfer was made in alphabetical order, the christian names coming last, with seals annexed. Among these names were placed the names of the committee. To the paper so drawn, the words " by their attorney," were then added, and the committee, (defendant included,) then signed and delivered the document, March 20, 1873. (Exhibit A.) By its terms the purchase was to be made within sixty days. Before that time elapsed the plaintiff notified the defendant and others that he should purchase the claims on April 10, 1873 at Bridgton.

At the time appointed the plaintiff tendered the defendant $104.30, in legal currency By some error in computation the amount tendered considerably exceeded the amount due Young, upon the draft by the terms of the covenant. The defendant made no question as to the amount but refused to take the tender on the ground that he had not agreed to do so. He, however, consented to and did take $48.90, the amount due upon the Levi Millett debt, incorporated into the draft and indorsed on the back of the draft, $101.64 being Levi Millett's part, as paid. The plaintiff then notified the defendant, that the tender would be kept good, and they parted. Soon afterwards the defendant commenced an action against Jones for the full balance due on the draft, after deducting Millett's portion, and at the September term of the superior court, 1875, recovered judgment for $251.86, debt and costs, which was paid.

This action was brought for breach of covenant in refusing to transfer the Jones draft, in accordance with the terms of exhibit A, after the tender was made.

The defendant contended that he was not properly a creditor of Jones and testified that although corn was credited to him on Jones's book yet it belonged to Trull & Hamlin, customers at his store, the proceeds realized from Jones to be credited on their store account; that though he signed his name to paper A, as one of the attorneys of the creditors, he did not know that his own name was one in the list of creditors for whom he purported to be acting; that it was put there without his authority or consent.

The court admitted paper A, and also ruled other points adversely to the defendant.

After the evidence was closed, the counsel for the defendant stated that he did not care to argue the case; that, under the rulings, he did not see that the court had left any question for the jury. Thereupon under the direction of the justice, the jury returned a verdict for the plaintiff for $186.10; and the defendant alleged exceptions.

S. C. Strout & H. W. Gage, for the defendant, contended, in substance:

I. That the deed in question was not the deed of the defendant, but only the deed of such creditors as had specially appointed him by power of attorney, to represent them.

II. That Young was not properly a creditor of Jones; that the debts due to Millett and Learned included in the draft, were still due Millett and Learned, at the time the paper A was executed and the tender made, and that the corn credited on Jones's book to Young, was really the property of one Trull and one Hamlin, and the indebtedness of Jones for said corn, was likewise an indebtedness to Hamlin and Trull at the time that paper A was executed and the tender made; that Young not being a creditor, plaintiff could not have suffered by any refusal to transfer on his part.

III. That Mattocks, the plaintiff, really executed the paper for Jones's interest, and in his behalf and that this suit is likewise prosecuted solely for Jones's benefit.

IV. That the proper amount due by the terms of the covenant was not tendered.

V. That there were certain disputed issues of fact in the case, which should have gone to the jury, and upon which the court unwarrantably passed.

VI. That there were other errors in the admission and in the exclusion of testimony.

C. P. Mattocks & E. W. Fox, for the plaintiff.

DANFORTH J.

The first question presented by the exceptions in this case is whether the instrument declared upon is the deed of the defendant. The only objection raised is a want of execution. There is no dispute about the facts upon this point. There are many signatures to the paper as parties all of which, including that of the defendant, were written by one person. Then follows the word " by" with the genuine signatures of nine persons, and the words " their attorneys." Among these nine is the name of the defendant. The objection is that the only signature of the defendant, attached to the paper, which is genuine was put there as attorney only and that which is put there as a party was without authority. It is conceded that the name first put to the deed was put there by a person having no authority to make the paper a binding contract, nor was it put there for such purpose until adopted by the committee of nine. But when the committee signed, it was for the purpose of making it a binding contract upon all whose names had been previously affixed, and such would be the effect if the committee were duly authorized so to do. It is not necessary for the attorney himself to write the name of his principal. That, as in this case, may be done by a clerk or any other person. It is sufficient if the name so written be adopted by the agent or attorney over his own signature with apt words to show such adoption. All this was done in this case, but testimony was offered tending to show that the defendant did not know that his name was to the paper when he signed as attorney and therefore he could not have adopted it. The testimony was excluded and properly so. He evidently put his name there for some purpose, and that purpose must be ascertained from the paper itself. His signature was in the proper place and accompanied by apt words to show that he with his associates intended to make the instrument binding upon those whose names had been previously written thereon, and that in fact they adopted the signatures there found and used them for the purpose for which they claimed authority. The instrument taken together will bear no other construction. The sanction given to the names was precisely the same as that given to the contract or any part of it, and the defendant or any party to it might as well seek to relieve himself from any particular provision therein contained on the ground that he did not know it was there, as to ask relief from the liabilities resulting from his signature because his sanction was given to it in ignorance. In the absence of any suggestion of fraud he is bound to know what he signs. He can hardly set up his own carelessness as a defense to a contract by him signed without the fault of the other party. Winslow v. Driskell, 9 Gray 363.

But it is said that knowledge is a necessary element of ratification, and that therefore he could not ratify the unauthorized act of the party who put his name there. This may be true, but strictly speaking, here is no question of ratification, nor so far as appears, any...