Metcalf v. Williams
| Decision Date | 09 May 1887 |
| Citation | 144 Mass. 452,11 N.E. 700 |
| Parties | METCALF v. WILLIAMS. |
| Court | United States State Supreme Judicial Court of Massachusetts Supreme Court |
W.H. Powers, for defendant.
In receiving and keeping the order of December 31, 1883, the plaintiff must be presumed to have knowledge of the pledging of the stock. The order was the evidence of her title to the stock standing in the name of the defendant. Freeman's Nat. Bank v. Savery, 127 Mass. 79; Coolidge v. Smith, 129 Mass. 558; National Bank v. Law, 127 Mass. 72. See Goodman v. Simonds, 20 How. 365. And see Andrews v. Pond, 13 Pet. 65; Fowler v. Brantly, 14 Pet. 318. In the absence of fraud, the presumption of knowledge is conclusive. Monitor Mut. Fire Ins. Co. v. Buffum, 115 Mass. 343. See also, Grace v. Adams, 100 Mass. 505; Rice v Dwight Manuf'g Co., 2 Cush. 80. The subsequent conduct of the plaintiff in keeping said order was a ratification of the acts of the defendant in the premises. Foster v. Rockwell, 104 Mass. 167. If the defendant exceeded his authority in putting up stock as collateral to purchase for the plaintiff 100 shares more of the same stock on December 21, 1883, and by that act converted the original shares, then by accepting or receiving the order of December 31, 1883, without objection, the plaintiff ratified the act of the defendant, made it her own act, and undertook to profit by it. Matthews v. Fuller, 123 Mass. 446; Shaw v. Nudd, 8 Pick. 9; Foster v. Rockwell, 104 Mass. 170; Thayer v. White, 12 Metc. 343; Harrod v. McDaniels, 126 Mass. 413. The defendant was injured by the refusal of the court to rule as requested. The true rule of damages is compensation for the injury, and no more. Low. Transfer of Stock, 239; 1 Suth.Dam. c. 3, p. 17.
Perkins & Lyman, for plaintiff.
The circumstances under which the order on defendant's broker was given show that it was written by the defendant, not as a report to the plaintiff of the manner in which her funds had been invested, but merely as "something to show her title" "if anything happened to him." The plaintiff would not naturally give particular attention to the parenthetical clause in the order relating to the pledging of her stock. The plaintiff could not ratify acts the existence of which she was ignorant; and the defendant being aware of her ignorance, has no reason to complain. The plaintiff was under no obligation to acquaint herself with the defendant's acts, and it involves an absurdity to argue that, if she had only constructive knowledge of the pledging, she must at once disaffirm it, or be bound by her silence. Dickinson v. Conway, 12 Allen, 487, 492; Combs v. Scott, 12 Allen, 493; McIntyre v. Park, 11 Gray, 102; Thacher v. Pray, 113 Mass. 291. But the defendant's neglect to inform her of the pledging of the stock until an election to approve or disapprove could not avail her, and defeats the defendant's right to construe her silence into a ratification. Amory v. Hamilton, 17 Mass. 109. See Sturtevant v. Robinson, 18 Pick. 175; Baird v. Williams, 19 Pick. 381. The weight to be given to any evidence of ratification rested exclusively with the judge of the superior court. Any other questions presented by the defendant were questions of fact decided by the superior court upon conflicting evidence, and such decision cannot be revised by this court. The general rule that damages, in an action of trover, are to be assessed according to the value of the property at the time of its conversion, is too well settled for the citation of authorities.
OPINION
This is an action of tort for the conversion of 100 shares of stock. On November 22, 1883, the plaintiff purchased 100 shares through the defendant, who acted for her as a friend, without pay. On December 21, 1883, the defendant ordered the broker to buy 100 shares more, on 60 days' credit, and deposited the first purchased shares as security. This deposit is the conversion relied on. The parties disagreed in their testimony as to the defendant's authority to make this purchase. On December 31, 1883, the plaintiff asked the defendant how she should know, if anything happened to him, that she had any stock. He said he would give her something to show her title, and wrote and delivered to her the following order, viz.:
On July 8, 1884, after some dealings by the defendant which are not material to our decision, the plaintiff ordered the defendant to sell her stock, supposing, as she testified, that she had the original shares; and a hundred shares, regarded as hers by the defendant, were sold at a loss. The transaction set forth in the order was not repudiated by the plaintiff until afterwards.
The defendant asked the court to rule that, if the facts were as above stated, the plaintiff was presumed to know the contents of the order; and that, if she made no objection to the defendant's purchase of the second hundred shares, or to the use of the first hundred shares as security, she had ratified the defendant's action; he having acted in good faith, as on the findings he must be taken to have done. The judge declined to rule as requested, found that the plaintiff did not understand the contents of the order, and did not ratify the pledge of the first hundred shares, and found that the plaintiff was entitled to recover.
We are of opinion that the rulings requested should have been given and that the finding for the plaintiff was not justified, in view of the facts above stated. It is true that the order was not, in a strict sense, a document of title; that is to say, the plaintiff did not get her title from the order, but had it before,--the original purchase having been made for her as undisclosed principal. But the plaintiff asked for the order as a practical means of establishing her title as between herself and the defendant, and she accepted it as purporting to set forth his statement of what her title was as against him. As between herself and the defendant, if she refrained from reading it, she did so at her...
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