Sullivan v. Shailor

• Decision Date: 26 July 1898
• Citation: 40 A. 1054,70 Conn. 733
• Court: Connecticut Supreme Court
• Parties: SULLIVAN v. SHAILOR.

40 A. 1054

70 Conn. 733

SULLIVAN

v. SHAILOR.

Supreme Court of Errors of Connecticut.

July 26, 1898.

Appeal from court of common pleas, Hartford county; William S. Case, Judge.

Action by Dennis Sullivan against Rollo L. Shailor for materials furnished and services rendered. Judgment for defendant. Plaintiff appeals. Reversed.

The following facts were found by the court: "(1) The plaintiff is a builder of Hartford, who, at some time prior to any of the transactions upon which this suit is based, entered into an agreement in writing with one John McKenna, engaging McKenna to act as his (the plaintiff's) agent in making contracts for work incidental to the business, which arrangement has ever since been, and still is, in force between said parties. (2) The defendant was no party to this arrangement, had no notice of it, and knew nothing of its existence, either before or during the period covered by his dealings with the said McKenna, as hereinafter found. (3) In July and August, 1897, at the defendant's instance, the said John McKenna undertook certain work for the defendant, and a verbal contract was entered into between the defendant and McKenna, whereby the latter was to perform certain services and furnish certain materials in the construction of certain buildings which the defendant proposed erecting. Said contract was of a kind which said McKenna had full authority to make as agent, under the terms of his said agreement with the plaintiff, Sullivan. (4) Said contract was fully performed, and the services and materials rendered and furnished thereunder have not been fully paid for by the defendant, and this suit is brought to recover the balance due. (5) In all said transactions between the defendant and said McKenna there was no disclosure or suggestion by McKenna, and no knowledge on the defendant's part, that McKenna claimed to be acting other than on his own account and behalf, nor did McKenna disclose in any manner that his claimed position was that of an agent either for the plaintiff or for any person whose identity was not made known to the defendant. Upon these facts the plaintiff claimed and asked the court to hold as matter of law, that John McKenna's contract with the defendant was the contract of Dennis Sullivan, as an undisclosed principal, and that the defendant was holden thereunder to said Sullivan. The court declined so to hold, but did hold that Sullivan was no party to the contract relied upon, and rendered judgment for the defendant." The refusal of the court to rule as requested, and the ruling and decision of the court as stated in the finding, are the grounds of the plaintiff's appeal.

Andrew J. Broughel, Jr., for appellant.

Albert C. Bill and Joseph P. Turtle, for appellee.

HALL, J. (after stating the facts). The contract of an agent, within the scope of his authority and for the benefit of his principal, is generally enforceable by the latter only, and in the same manner as if made by him in person. But a third party, though dealing with an agent, who is acting within the limits of his power, and for the benefit of his principal, is not compelled, against his own wishes, to contract with either a known or unknown principal. He may in such cases contract with the agent in his personal capacity to the exclusion of the principal, and when it is clearly shown, either from the terms of the agreement or by the attendant circumstances, that the contract was exclusively with the agent personally, the principal does not become a party to the contract, and cannot sue upon it in his own name. Story, Ag. § 423, Mechem, Ag. § 771; Humble v. Hunter, 12 Q. B. 310; Winchester v. Howard, 97 Mass. 303. When an agent within the limits of his authority, and, for the benefit of his principal, enters into a contract not under seal, with a third person, either without disclosing the fact of his agency, or, if that fact be disclosed, without disclosing the name of his principal, as a general rule suit may be instituted by either the agent or the principal for the enforcement of such contract But, as the reason of the rule which permits the principal to sue in such cases...