T. H. Baker & Co. v. Kellett-Chatham Machinery Co.

• Decision Date: 04 January 1905
• Citation: 84 S.W. 661
• Parties: T. H. BAKER & CO. v. KELLETT-CHATHAM MACHINERY CO.
• Court: Texas Court of Appeals

84 S.W. 661

T. H. BAKER & CO. v. KELLETT-CHATHAM MACHINERY CO.

Court of Civil Appeals of Texas.

January 4, 1905.

Appeal from District Court, Guadalupe County; M. Kennon, Judge.

Action for breach of contract by T. H. Baker & Co. against the Kellett-Chatham Machinery Company. From a judgment for defendant, plaintiffs appeal. Affirmed.

Dibrell & Mosheim, for appellants. Greenwood & Donegan, for appellee.

NEILL, J.

This suit was brought by appellants against appellee to recover $920 damages alleged to have been occasioned by a breach of the latter's contract of sale to the former of certain irrigation machinery. It was alleged by plaintiffs that the breach consisted in the failure of defendant to deliver the machinery in accordance with the contract on October 1, 1902, and install the same on plaintiffs' farm, in Guadalupe county, on the 10th day of that month, and that the damages occasioned by such failure arose from plaintiffs having to purchase and install other like machinery at a price of $920 in excess of the price at which they purchased from defendant, in order to perform contracts they had made with other parties to supply them with water for purposes of irrigation. The defendant answered by a general denial, and pleaded specially that its agent, J. L. McCutcheon, with whom plaintiffs negotiated the alleged sale, had no authority to make a contract of sale of its machinery without submitting it to defendant for its ratification and approval, or to contract at all for the erection or installment of its machinery; that McCutcheon's power or authority was only to solicit orders for the purchase of defendant's machinery; that he was without authority to consummate a sale, and that no contract of sale he might make would, by the limitation placed upon his agency, be valid until approved and accepted by defendant at its office in Waco, Tex.; that such limitation upon the power of its agent was in accordance with the universal custom restricting the authority of agents taking orders for purchases in Texas of irrigation machinery from their principals, and that plaintiffs were aware of or charged with the knowledge of such custom at the time they made the alleged contract with Mr. McCutcheon as defendant's agent; that defendant never ratified or approved the alleged contract upon which this suit is predicated, but, on the contrary, as soon as it was informed of the purported contract and its terms, it immediately repudiated it, and informed plaintiffs that it would not furnish them machinery in accordance with the terms of the supposed contract. The defendant also pleaded that McCutcheon was, at the time he signed the alleged contract, on account of sickness and suffering, mentally incapable of comprehending, and did not understand or comprehend, the nature and character of his act in making and executing the same. The case was tried before a jury, upon whose verdict in favor of the defendant the judgment appealed from was entered.

Conclusions of Fact.

The undisputed evidence shows: That on the 30th of August, 1902, plaintiffs entered into a written contract with J. L. McCutcheon, as defendant's agent, to purchase for the sum of $1,818 certain irrigation machinery, which was to be delivered on their farm, in Guadalupe county, on the 1st day of October, 1902, and installed on the 10th day of that month of the same year. That defendant repudiated the contract upon the grounds that McCutcheon, as its agent, was without authority to make it, and was at the time he executed it mentally incapable of comprehending the nature and character of his act. No part of such contract was performed by defendant, and nothing was paid on it by plaintiffs; the time for paying the money according to its terms not having arrived before the purported contract was repudiated. That, by reason of defendant's failure to furnish and install the machinery under the contract made with plaintiffs by McCutcheon as its agent, plaintiffs were compelled to and did purchase other like machinery for the same purpose at $920 in excess of the contract price agreed upon with McCutcheon as defendant's agent, and that the terms of the latter purchase were as reasonable as could be obtained. The price agreed upon between plaintiffs and McCutcheon for the machinery was much less than its value or original cost to defendant. The evidence is also uncontroverted that McCutcheon had no authority, as agent of defendant, to make a final contract for the sale of its machinery. He only had authority to solicit orders for its purchase, which were to be submitted to defendant for its ratification and approval; and,...