Shedd v. Standard Sewing Mach. Co

• Decision Date: 11 December 1917
• Docket Number: (Nos. 8532, 8584.)
• Citation: 94 S.E. 646,21 Ga.App. 373
• Parties: SHEDD . v. STANDARD SEWING MACH. CO. STANDARD SEWING MACH. CO. v. SHEDD.
• Court: Georgia Court of Appeals

94 S.E. 646

(21 Ga.App. 373)

SHEDD .

v.STANDARD SEWING MACH. CO.

STANDARD SEWING MACH. CO.

v.SHEDD.

(Nos. 8532, 8584.)

Court of Appeals of Georgia,

Division No. 2.

Dec. 11, 1917.

(Syllabus by the Court.)

Error from Superior Court, Wayne County; J. P. Highsmith, Judge.

Suit by the Standard Sewing Machine Company against R. B. Shedd. Judgment for plaintiff upon a directed verdict, and defendant brings error, and plaintiff assigns cross-error. Affirmed on main bill of exceptions, and cross-bill dismissed.

Gibbs & Turner, of Jesup, and Parker & Parker, of Waycross, for plaintiff in error.

Franklin & Langdale, of Valdosta, and Jas. R. Thomas, of Jesup, for defendant in error.

BLOODWORTH, J. The Standard Sewing Machine Company brought suit against R. B. Shedd on open account for certain sew ing machines and sewing machine fixtures. Defendant denied indebtedness, and filed a plea in which he alleged that the order for these goods was secured through fraud, and also a plea of rescission. After the evidence was in, the court directed a verdict for the plaintiff, and the defendant excepted.

1. The fourth ground of the motion for new trial complains that the court erred in excluding from the jury a certain agreement between "W. T. Cooper, Mgr. Ga. & Fla., " and B. B. Shedd; said agreement being as follows:

"In consideration of R. B. Shedd, of Jesup, Ga., buying 30 Standard sewing machines of the Standard Sewing Machine Company, of Cleveland, Ohio, as per their original order and duplicate given this day, I do hereby agree to send my own salesman and guarantee to sell said machines for him, for a commission of $8 per sale. Also agree to make an average of $52.50 on the style of machine sold him on the time basis. The said R. B. Shedd is to furnish a horse and wagon for the purpose of [selling?] said machines, and keep and feed said horse and wagon at all times. Signed in duplicate. W. T. Cooper, Mgr. Ga. & Fla. R. B. Shedd."

The court properly rejected this agreement. For the goods purchased the defendant signed a written contract which contained the following stipulation:

"Please ship at once the following sewing machines, for which we agree to pay according to prices, terms, and conditions given herein, subject to your approval. * * * The above is an exact statement of the terms agreed upon as per your order above; and it is fully understood and agreed that no claims or demands on account of any promise, either verbal or written, or any agreement of any kind whatever, outside of this order, will or can be made; the undersigned agreeing to be bound strictly by the terms and conditions above named, and not to countermand this order. Purchaser is requested to read this order carefully."

This order, signed "W. T. Cooper, " and "R. B. Shedd." was mailed to the plaintiff, approved, and the goods shipped in accordance therewith. It will be noted that the original order signed by Shedd and Cooper and forwarded to the company was subject to approval by the latter, and the purchaser expressly agreed "to be bound strictly by the terms and conditions" of the contract, the same stating that:

"No claims or demands on account of any terms either verbal or written, or any agreement of any kind whatever outside of this order, will or can be made."

These words in the order put the purchaser on notice of the limited agency of the salesman, and that the sale must be approved by the company. The evidence shows that the paper signed by Shedd and by "W. T. Cooper, Mgr. for Ga. & Fla., " and which was rejected as evidence, is an agreement between these two persons to which the company is not a party, and for which it is in no way liable, the evidence showing it was made without the knowledge or authority of the company, and was never ratified by it.

"Authority to an agent to execute, in behalf of the principal, a definite, specified contract does not, without more, imply or include authority in the agent to enter into independent contracts, even though the subject-matter of the latter contract be related to, or the same as, that of the contract in the execution of which the agent was empowered to act for his principal." Crawley v. Watt-Holmes Hardware Co., 12 Ga. App. 367, 77 S. E. 106.

Granting that Shedd's testimony is true, the terms of the original contract, quoted above, put the purchaser on notice of the limited agency of the salesman, and that the company would not be bound by any agreement, either verbal or written, sought to be made outside the terms and conditions named in the contract. There is no contention that Shedd was ignorant of the contents of the order when he signed it. The terms of the order were plain and unambiguous— "and these words, staring the defendant in the face at the time of entering into the contract, were a caution and a warning that the agent— a mere salesman—had no authority to make stipulations other than those contained in the instrument itself." Biggers v. Equitable Mfg. Co., 124 Ga. 1049, 53 S. E. 674; Hutson...