Oxford Lake Line v. First Nat. Bank

• Decision Date: 05 November 1898
• Citation: 40 Fla. 349,24 So. 480
• Parties: OXFORD LAKE LINE v. FIRST NAT. BANK OF PENSACOLA.
• Court: Florida Supreme Court

24 So. 480

40 Fla. 349

OXFORD LAKE LINE v. FIRST NAT. BANK OF PENSACOLA.

Florida Supreme Court

November 5, 1898

Error to circuit court, Escambia county; William D. Barnes, Judge.

Action by the Oxford Lake Line against the First National Bank of Pensacola. From a judgment for defendant, plaintiff brings error. Reversed.

Syllabus by the Court

SYLLABUS

1. In the absence of special instructions, if a time bill of exchange with bill of lading attached be sent to an agent for collection, there is an implied obligation upon the agent to hold the bill of lading until the bill of exchange is either accepted or paid, according to circumstances; and he cannot deliver the bill of lading without requiring the one or the other.

2. Where the instructions to an agent are couched in such uncertain terms as to be reasonably susceptible of two different meanings, and the agent in good faith and without negligence adopts one of them, the principal cannot be heard to assert, either as against the agent or as against third persons who have in good faith and without negligence relied upon the same construction, that he intended the authority to be executed in accordance with the other interpretation.

3. If the principal's instructions to his agent will reasonably admit of two different interpretations, the agent is not thereby authorized to disregard the instructions entirely and substitute his own judgment therefor; but, if he acts at all in such cases, he must follow one of the interpretations reasonably derivable from the uncertain terms of the instructions.

4. It is the privilege of the principal to give instructions, and the duty of the agent to obey them, and any unauthorized deviation from or neglect of the principal's instructions, whereby damage results to him, will entitle him to an action against the agent, although the latter, in deviating from or neglecting to obey instructions, acted in good faith, and honestly believed he was acting for the best interests of his principal.

5. Express or implied ratification of the unauthorized act of an agent must, in order to bind the principal, be with full knowledge of all material facts; and, if material facts be either suppressed or unknown, the ratification is invalid because founded in fraud of mistake.

6. The principal has a right to presume that his agent has followed instructions, and has not exceeded his authority, and generally it does not devolve upon him to make inquiries as to the facts. Whenever it is sought to bind him upon the ground of ratification either express or implied, it must be shown that he ratified upon full knowledge of all material facts, or that he was willfully ignorant, or purposely refrained from seeking information, or that he intended to adopt the unauthorized act at all events, and under whatever circumstances.

7. A bad replication is a good answer to a bad plea.

COUNSEL

Richard L. Campbell and John C. Avery, for plaintiff in error.

Blount & Blount, for defendant in error. On October 25 1892, plaintiff in error instituted suit against defendant in error in the circuit court of Escambia county; the declaration, filed November 7, 1892, alleging that the First National Bank of Anniston, state of Alabama, did on August 1 1892, send and remit to defendant a bill of lading of the Louisville & Nashville Railroad Company for a dummy engine and two coaches, shipped on said railroad, at Anniston, Ala., by the plaintiff, to be delivered at Pensacola, state of Florida, and accompanying said bill of lading was a draft drawn by the plaintiff on the Pensacola Terminal Company, in favor of H. A. Tracy, cashier of said First National Bank of Anniston, for the sum of $1,650, dated July 30, 1892, payable 30 days after date, and also another for the sum of $1,650, payable at sight; that said First National Bank of Anniston did, at the time of sending said bill of lading and drafts, instruct defendant not to deliver said bill of lading to said Pensacola Terminal Company without the acceptance by the said Pensacola Terminal Company of said first above mentioned draft, as well as the payment of the last above mentioned draft, but that defendant, disregarding its duty in that behalf, did deliver said bill of lading to said Pensacola Terminal Company upon the payment of said sight draft, without procuring from said Pensacola Terminal Company an acceptance by it of said 30-day draft, and did return said 30-day draft to said First National Bank of Anniston without an acceptance of the same by the said Pensacola Terminal Company, whereby defendant became liable to pay said First National Bank of Anniston the sum of $1,650, the amount of said 30-day draft, which claim and demand for said sum, by reason of the matters set forth, the said First National Bank of Anniston did, on October 4, 1892, assign and transfer to plaintiff, wherefore plaintiff says it is damaged in the sum of $3,000.

On December 27, 1893, defendant, by leave of the court, filed two pleas to plaintiff's declaration, to each of which plaintiff replied specially. These replications were demurred to by defendant, upon the ground that they were not sufficient answers in law to the pleas. On January 11, 1894, the court sustained this demurrer; and, plaintiff declining to plead further, final judgment upon the demurrer was entered for defendant, from which this writ of error was taken to out June term, 1894.

The first plea alleged 'that the said First National Bank of Anniston did not instruct this defendant in the manner and form as is alleged in said plea, but all of its instructions in connection with said drafts were embraced in the words 'deliver attached documents only on payment of drafts,' contained in a letter to defendant from the said First National Bank of Anniston, inclosing to the defendant the said bill of lading and drafts.' The replication to this plea alleged 'that the instructions accompanying said bill of lading and drafts were not such as stated in said plea, but were contained in a document partly in print and partly in writing, a copy of which document is hereto annexed as a part of this replication, which instructions, as presented by said document, are, in their legal tenor and effect, such as are alleged in said declaration.' The document referred to, omitting head as immaterial, was as follows:

'Anniston, Ala., Aug. 1st, 1892.

'First Nat'l Bank, Pensacola, Fla.--Dear Sir: I inclose for collection and remittance No. -----. Deliver attached documents only on payment of drafts.

5178 N. P. 1650

5179 N. P. For acceptance. 1650

'Respectfully, yours,

'H. A. Young, Cashier.'

The second plea alleged that the drafts mentioned in the declaration were drawn by the plaintiff upon the Pensacola Terminal Company, in pursuance of a written contract between the plaintiff and the Pensacola Terminal Company for the sale of the engine and cars mentioned in the declaration, a copy of the contract being attached to and made a part of the plea. The plea further alleged that, upon presentation of the drafts to the Pensacola Terminal Company, it declined to pay the sight draft and accept the 30-day draft, because, as it alleged, the property was not in the condition provided for by the contract, but offered to pay the sight draft, and to leave the amount of the balance of payment for said property open for adjustment between it and the plaintiff, if the said bill of lading should be surrendered to it, and defendant, believing that its instructions from the First National Bank of Anniston authorized it so to do surrendered said bill of lading to the Pensacola Terminal Company upon its payment of the sight draft, which payment was made on the 6th day of August, 1892; that, on said day, defendant notified the first National Bank of Anniston that the said $1,650 sight draft had been paid, and that the said $1,650 30-day draft had not been accepted, and on the same day remitted the said $1,650 sight received from the said Pensacola Terminal Company to the First National Bank of Anniston, which remittance was received by said First National Bank of Anniston on August 7, 1892; that on August 8, 1892, the defendant returned to the First National Bank of Anniston the unaccepted draft which was received by the latter on August 9, 1892; that on August 12, 1892, the defendant, although the said First National Bank of Anniston knew the said fact before, notified the said First National Bank of Anniston of the refusal of the Pensacola Terminal Company to accept the said 30-day draft as aforesaid, and of defendant's consequent action in surrendering to it the said bill of lading without the acceptance of said draft; that plaintiff knew the facts before stated before the assignment to it alleged in the declaration; that neither the First National Bank of Anniston nor the plaintiff had ever notified the Pensacola Terminal Company of any repudiation of the action of defendant in delivering the bill of lading, nor had they ever taken any action against the Pensacola Terminal Company to recover back the said property, although the same had ever since remained the property of the Pensacola Terminal Company, and in its possession, nor ever offered to return or ever returned to the defendant or to the Pensacola Terminal Company the said sum of $1,650, received by the First National Bank of Anniston, as aforesaid. The contract referred to in this plea was dated May 19, 1892, and thereby the plaintiff agreed to deliver to the Pensacola Terminal Company, free on board cars on the Louisville & Nashville Railroad Company's tracks at Anniston, Ala., a certain dummy equipment owned by the plaintiff, consisting of one H. K. Porter & Co. dummy engine, No. 1,087, one Brill dummy coach, and one La Clede dummy...