Whitney v. Woodmansee

• Decision Date: 01 February 1909
• Citation: 99 P. 968,15 Idaho 735
• Parties: J. G. WHITNEY and J. L. FARNES, Copartners Doing Business in the Firm Name and Style of WHITNEY & FARNES, Respondents, v. C. H. WOODMANSEE and J. W. WEBSTER, Doing Business in the Firm Name and Style of WOODMANSEE & WEBSTER COMPANY, Appellants
• Court: Idaho Supreme Court

99 P. 968

15 Idaho 735

J. G. WHITNEY and J. L. FARNES, Copartners Doing Business in the Firm Name and Style of WHITNEY & FARNES, Respondents, v. C. H. WOODMANSEE and J. W. WEBSTER, Doing Business in the Firm Name and Style of WOODMANSEE & WEBSTER COMPANY, Appellants

Supreme Court of Idaho

February 1, 1909

CONTRACTS-UNDISCLOSED PRINCIPAL-LIABILITY OF AGENT-INSTRUCTIONS-LIMITATION OF DAMAGES.

1. Where an agent makes a contract in his own name and conceals the fact of his agency, he may be treated as the principal by the party with whom he deals, and may be held liable on the contract to the same extent as if he were in fact the principal in interest.

2. Where there is a substantial conflict in the evidence, the verdict of the jury will not be set aside.

3. An instruction which requires the jury to fix the amount of damages which the plaintiff may recover within the evidence under the pleadings is not erroneous.

4. Evidence in this case examined and held to support the verdict.

(Syllabus by the court.)

APPEAL from the District Court of the Sixth Judicial District, for Fremont County. Hon. James M. Stevens, Judge.

An action to recover the contract price for digging a well. Judgment for plaintiff. Defendant appeals. Affirmed.

Judgment affirmed. Costs awarded to respondents.

Soule &amp Soule, for Appellants.

The instruction of the court, if followed by the jury, would permit them to act arbitrarily as to the amount of damages they could assess against plaintiff, regardless of the amount prayed for in the complaint. (Holt v. Spokane & Palouse Ry. Co., 3 Idaho 703, 35 P. 39.) The evidence does not justify the verdict of the jury nor the judgment of the court, and in such case must be set aside. (23 Cyc. 820 G.; Denver South Park & P. Co. v. Reed, 6 Colo. 330.)

W. H Holden, and E. M. Holden, for Respondents.

An agent will be liable on a contract entered into for an undisclosed principal, even if it is well known to the third party that he acts only as an agent. (Merrill v Wilson, 6 Ind. 426; Wilder v. Cowles, 100 Mass. 487; Beebee v. Robert, 12 Wend. 413, 27 Am. Dec. 132; Allen v. Rostain, 11 Serg. & R. 362; Royce v. Allen, 28 Vt. 234.)

When a party deals with an agent, without any disclosure of his agency, he may elect to treat the after-discovered principal as the person with whom he contracted. (Ford v. Williams, 21 How. U.S.) 287, 16 L.Ed. 36; Jones v. New York Guaranty & I. Co., 101 U.S. 622, 25 L.Ed. 1030.)

Where an agent in his dealings with third parties does not disclose his principal, he will be personally liable on the contract. (Hall v. Bradbury, 40 Conn. 32; Baldwin v. Leonard, 39 Vt. 260, 94 Am. Dec. 324; Welch v. Goodwin, 123 Mass. 71, 25 Am. Rep. 24; Einstein v. Holt, 52 Mo. 340; Baltzen v. Nicolay, 53 N.Y. 467; Story on Agency, secs. 266, 267.)

Where there is a substantial conflict in the evidence, the appellate court will not disturb the findings. (Buckle v. McConaghy, 12 Idaho 736, 88 P. 100; Watson v. Molden, 10 Idaho 570, 79 P. 503; Park v. Boulware, 9 Idaho 225, 73 P. 19; Pine v. Callahan, 8 Idaho 684, 71 P. 473; and many other Idaho decisions.)

STEWART, J. Ailshie, J., concurs.

OPINION

STEWART, J.

This action was brought against C. H. Woodmansee and J. W. Webster, as partners doing business in the firm name and style of Woodmansee & Webster Company, to recover the contract price for the digging of a well upon land alleged to be the property of the defendants. The complaint alleges:

"That said defendants agreed to and with the said plaintiffs to pay said plaintiffs the sum of 75% of the costs of said well in the event that said plaintiffs secured fifteen feet of water in said well. The contract price for boring said well being One Thousand Dollars, in the event said plaintiffs were compelled to sink said well to a depth of two hundred and fifty feet or more and in the event said plaintiffs secured fifteen feet of water in said well under two hundred and fifty feet in depth, that then and in such case the contract price for boring said well was to be Three Dollars per foot. That said plaintiffs in order to secure fifteen feet of water in said well bored and sunk the same to a depth of 251.3 feet, for which the said defendants agreed to and with the said plaintiffs to pay said plaintiffs the sum of 75% of the contract price of $ 1,000, to wit: $ 750.00, lawful money of the United States; the other 25% of said contract price of $ 1,000, to wit: $ 250.00, was to be paid by subscriptions of various amounts subscribed by the dry farmers and residents of Rexburg and Fremont County, that said residents and dry farmers have paid the said 25% of the contract price of $ 1,000, to wit, $ 250.00."

The answer of the defendants put in issue two questions: First, did the defendants individually or as members of a firm contract or agree to pay plaintiffs the amount sued for or any sum whatever for the digging of said well? Second, was it necessary to dig said well 250 or more feet in order to secure fifteen feet of water, as stated in the contract set forth in the complaint?

The cause was tried to a jury and the jury returned a general verdict in favor of the plaintiffs in the sum of $ 750 less the sum of $ 93, and also a special verdict as follows:

"Did plaintiffs bore the well in question for the abovenamed defendants as a copartnership or individuals at said defendants' special instance and request? A. Copartnership.

"Q. Did plaintiffs bore the well in question for Woodmansee-Webster Company, a corporation? A. No.

"Q. How deep is the well in question in this case? A. 251 feet and 11 inches.

"Q. How deep is the water in said well? A. Between 25 and 40 feet.

"Q. How deep was it necessary to drive said well in order to secure fifteen feet of water in the same? A. 251 feet and 11 inches.

"J. H. EGBERT, Foreman."

Upon the verdict of the jury the court entered judgment in favor of plaintiffs and against the defendants, "C. H. Woodmansee and J. W. Webster, Copartners, in the sum of $ 683 and no/100 Dollars." A motion for a new trial was made and overruled and this appeal is from the judgment and from the order overruling the motion for a new trial. There are nineteen assignments of error, all of which, however, are involved in two general propositions which appellants have presented in their brief and upon the oral argument. First, Did the appellants make the contract for digging the well in question for a partnership composed of C. H. Woodmansee and J. W. Webster, or did they make the contract as agents for and on behalf of the Woodmansee and Webster Company, a corporation? Second, Was it necessary and was the well dug 250 feet in depth in order to secure fifteen feet of water therein?

It will be observed that the issue as to whether or not the contract to dig the well was made with Woodmansee and Webster Company, a partnership, or with Woodmansee and Webster, as agents for a corporation known as Woodmansee and Webster Company, was directly submitted to the jury and upon which they returned a special verdict and found that the well in question was bored for the defendants as a copartnership and not as agents for a corporation or for the corporation. The jury then having found upon this question, the only inquiry is: Does the evidence support such verdict.

The evidence is very voluminous, and to review the same in detail would require more space than can profitably be given to such a discussion. It clearly appears from the evidence that all of the negotiations, which led up to and resulted in the making of a contract for the digging of the...