Trent v. Sherlock

• Decision Date: 02 July 1900
• Citation: 61 P. 650,24 Mont. 255
• Parties: TRENT et al. v. SHERLOCK.
• Court: Montana Supreme Court

61 P. 650

24 Mont. 255

TRENT et al. v. SHERLOCK.

Supreme Court of Montana

July 2, 1900

Appeal from district court, Jefferson county; M. H. Parker, Judge.

Action by L. C. Trent and S. V. Trent, partners as L. C. Trent & Co., against Henry L. Sherlock, for possession of personal property. From a judgment in favor of plaintiffs, and an order overruling a motion for a new trial, defendant appeals. Reversed.

Action in claim and delivery. The plaintiffs, L. C. and S. V. Trent are co-partners, engaged in the business of manufacturing and selling mining machinery at Salt Lake City, Utah, under the firm name of L. C. Trent & Co. This suit was brought by them to recover the possession of two Bryan roller quartz mills complete, with attachments, the value of which is alleged to be $3,900. Their right of recovery is based upon their prior possession under the following instrument, which purports to have been executed by the Hope Mining Company, a corporation organized under the laws of the state of Washington, and engaged in mining and milling ores at Basin, Mont., by its manager, P. A. H. Franklin: "The McDermott, B. F. Locke Manager. Butte, Montana, March 12, 1897. Know all men by these presents that the Hope Mining Company of Seattle Washington, has, in consideration of five hundred dollars sold & transferred to L. C. Trent & Company two Bryan roller quartz mills and all extras and fittings belonging thereto. Said L. C. Trent & Company hereby agree to reconvey said property to the said Hope Mining Company on the payment to them of twenty-eight hundred dollars, if such amount is paid within ninety days from date hereof. In witness whereof said parties have hereunto set their hands & seals this twelfth day (12th day) of March, 1897. Hope Mining Co. P. A. H. Franklin, Manager Hope Mining Co." The facts leading up to and attending the execution of the instrument are the following: L. C. Trent & Co., during the month of October, 1896, sold to the Hope Mining Company, through its superintendent, Franklin, two Chilian roller quartz mills at the price of $2,800. The contract of sale was made by a letter of L. C. Trent & Co. to P. A. H. Franklin, as manager of the mining company, in which the terms of the sale were set forth in full, and upon which was written an acceptance in the name of the Hope Mining Company by Franklin, as manager. The mills were to be shipped within 35 days from the date of the contract, but payment was not to be made until after trial by actual operation of them in the works of the company at Basin; the plaintiffs retaining title until full payment should be made. The machines were shipped under this agreement on December 12, 1896, and, after some delay, were installed in the works at Basin. In the meantime the mining company had purchased the Bryan mills in controversy from the Risdon Iron & Locomotive Works, in San Francisco, Cal. These had been shipped to Basin, and, at the time this controversy arose, were lying at the works of the company near the railroad, where they had been unloaded from the cars. On February 28, 1897, the purchase price of the Chilian mills became due. Payment not having been made, L. C. Trent went to Basin on March 8th to effect some arrangement about it, or, in default of it, to recover the mills under the contract. He proposed to L. J. Pitner, the president of the mining company, that the company give to L. C. Trent & Co. a bill of sale of the Bryan mills. This Pitner refused to do, saying that it would not be fair treatment of the Risdon people to sell property just purchased from them in this way. Thereupon Trent, Franklin, and Pitner went to Butte, stopping at the McDermott Hotel. During the time they were there, Trent again sought to induce Pitner to give him a bill of sale for the Bryan mills. Pitner again refused to do it. Trent then went to the room of Franklin, who executed the instrument quoted above. There is some evidence tending to show that Pitner told Trent, at the McDermott Hotel, when urged to execute the bill of sale, to go to Franklin; that Franklin had full authority to act in the matter; and that anything he did would be satisfactory. Trent testifies to this, and also that he told Pitner, immediately after his return from Franklin's room, that Franklin had executed the bill of sale. Pitner denies all connection with the transaction, and says he had no knowledge of it until about April 27th; he having gone to Boston shortly after March 12th, where he remained until the latter date. On the next morning after the arrangement was made in Butte, Trent went to Basin, and took possession of the mills. After being there for some two or three days, and putting notices upon the mills, he returned to Salt Lake City, leaving the mills lying where he found them, but in charge of the railroad agent. On April 1, 1897, the defendant, as sheriff of Jefferson county, attached and took the mills in a suit brought by the Risdon Iron & Locomotive Works against the Hope Mining Company to recover judgment for the price of them. The consideration for the instrument in question was an extension of time for 90 days for the payment of the amount due L. C. Trent & Co. for the Chilian mills, and an agreement to let the mining company have on credit some other articles needed to repair the machinery in the works. These articles were never furnished, and the Chilian mills were retaken by L. C. Trent & Co. in May or June, 1897, and sold to satisfy their claim. After the amount received for them was applied upon the original purchase price, there still remained due $1,500. The complaint is in the usual form. The answer joins issue by general denial, and sets up title in the Hope Mining Company, and justification under the attachment issued in the case of Risdon Iron & Locomotive Works v. Hope Min. Co. From a judgment in favor of plaintiffs, and an order denying his motion for a new trial, defendant has appealed.

Wm. H. De Witt and Geo. F. Cowan, for appellant.

McHatton & Cotter, for respondents.

BRANTLY C.J. (after stating the facts).

A reversal of the judgment herein is sought upon two grounds: (1) That the trial court erred in admitting in evidence the paper purporting to be a bill of sale executed by P. A. H. Franklin, as manager for the Hope Mining Company; and (2) that it committed error in refusing to give instruction No. 6, as requested by defendant, as follows: "An authority of Franklin to make the sale of the property in controversy, as it is claimed by plaintiffs that he did, cannot be implied from evidence that he did attempt to make the sale in question."

1. No principle of law is more clearly settled than that an agent to whom is intrusted by a corporation the management of its local affairs, whether such agent be designated as president general manager, or superintendent, may bind his principal by contracts which are necessary, proper, or usual to be made in the ordinary prosecution of its business. Thomp. Corp. § 4850; Mining Co. v. Fraser, 29 P. (Colo. App.) 667; Sparks v. Transfer Co., 104 Mo. 531, 15...