Alderson v. Harris , 12 Ala. 580 ( 1847 )

ORMOND, J.

In our judgment, the chancellor erred in dismissing the bill for want of equity. The case made by the bill, is the sale of a tract of land, by one representing himself as fully authorized to sell, and by his bond for title in behalf of his principals, to enable the vendee to obtain a good title, on the payment of the purchase money, when in fact he had no written authority to sell, and therefore could not bind those for whom he professed to act.

It is true, that if the persons for whom the agent acted, confirms the sale made by him, it is binding on the complainant. He cannot complain in that event, as he gets all he stipulates for, and cannot found a right to a rescission of the contract, upon his own laches in not ascertaining the character, or extent, of the authority of the agent. [Lamkin v. Reese, 7 Ala. 170.]

If the gravamen of the bill, was the want of a written authority on the part of the agent, we should be strongly inclined to think, that an offer to rescind, made to the agent, would we insufficient, but that to entitle the vendee to a rescission, he should apply to the owner of the land, either to ratify, or reject the acts of the pretended agent. This seems to follow necessarily, from the admitted principle, that a ratification of, or acquiescence in the act of one, professing to act as agent, will be an admission of his authority to act. But here the allegation is, that the agent falsely, and fraudulently represented himself, to be the properly authorized agent of Watson & Co., with full power to sell the land, and that a purchaser from him, would have a right to demand the legal title. These false representations, it is alledged, were made for the purpose of deceiving him, and getting his money without an equivalent. This is not the allegation of a mere defective authority, but is in truth an allegation, that no authority whatever, perfect, or imperfect, existed, but was assumed for the purpose of defrauding the vendee. Surely, conceding this to be true, as the motion to dismiss for want of equity does, the purchaser should not be compelled to pay his money, unless he obtains the title; the more especially as the obligor in the bond for title, is alledged to be insolvent..

It has been already stated, that ordinarily, the vendee in such a case, to entitle himself to relief, would be required to apply to the owner of the land, in whose name the agent professed to act, either to ratify, or disaffirm his acts. But here it appears, three of the persons, who are either legally, or equitably interested in the title to this land, have died since the sale was made, and the title descended to their heirs. This would of itself be sufficient, to dispense with such an allegation, and authorize a resort to chancery for the purpose of quieting the title.

It is doubtless true, that those for whom the agent professed to act, are necessary parties to such a bill as this, but this objection, if not taken advantage of before the hearing, would not authorize the dismissal of the bill for this cause.

The decision of the court, excludes the answers from our consideration. From them it appears, that the agent acted in good faith, upon a parol authority, and the sale has been since confirmed, and a title tendered upon the payment of the purchase money. This, however, in the present aspect of the case, cannot be considered. The decree must be reversed, and the cause remanded, for further proceedings.