City of Huntsville v. Huntsville Gas-Light Co. , 70 Ala. 190 ( 1881 )

SOMERYILLE, J.

The contract made between Coltart and Coxe is not, on its face, difficult of construction. Its language is explicit and unambiguous, and it has been reduced to writing under the seal of the contracting parties. Apart from the influence of parol evidence, it bears the most cogent impress of the mutual intention of each party to contract in his. own name, as principal, and clearly excludes all supposition of agency, especially on the part of Coltart. He assumes duties inconsistent with those of a mere representative, or agent. He obligates himself “to procure and effect,” within thirty days from the date of the agreement, the transfer to Coxe of all the -stock in the Huntsville Gas-Light Company, and also the conveyance of a certain parcel or lot of land in the city of Huntsville. This clearly implied the idea of a negotiation by Coltart with the owners of this stock and of the land, with the view of securing its purchase and transfer. There is no agreement on Coxe’s part to pay the owners of the stock or land anything. He is to pay Coltart, and by strong implication him alone, the sum of one thousand dollars, and to transfer to him one-third ■of the stock, the purchase of which he succeeded in negotiating, including his own. It is a very material fact, that Col-tart owned in his own right about one-third of the entire stock in this company. He, in effect, then, is permitted by the contract to retain his own stock, and is to receive one thousand dollars for the other two-thirds, including the lot or parcel of land. No new stock is to be issued, except that agreed to be issued to Coxe for the money expended by him 'in repairs and improvements. The agreement clearly contemplates, too, that the • only stockholders, in view of the new management, would be the two contracting parties, GoUart and Goxe. It may be ■ that, if Coxe had clearly .understood that the stock agreed to be transferred to Coltart, was really intended for the benefit of" complainant and some four score others of stockholders, who-would thus be entitled to a voice in its management, he would have instantly declined to make the trade evidenced by the agreement in question. It is unnecessary, however, to determine to what extent, if at all, parol evidence would be admissible to prove an interest in an undisclosed principal, in this particular aspect of the contract, where the idea of agency seems cautiously to have been excluded, and the written contract is under seal.

It is sufficient, for the purpose of this decision, that the complainant authorized the transfer of fifty-four shares of stock owned by it, upon the basis of this written agreement, and, therefore, subject to all the equities and'rights of the parties to it. The minutes of the proceedings of the board of mayor and aldermen recite the fact of transfer as being “in compliance with a contract entered into between Bolert W. Goltart and said Coxe.” They can claim no right from a misconstruction of the contract, with the error of which Coxe had no connection. It is unambiguous, and if they have failed to interpret it correctly, it is their misfortune.

It is true that the bill in this case avers that Coltart contracted as agent, and a knowledge of this fact is imputed to Coxe. The notice of such agency is testified to by Coltart on the one hand, and is denied with equal explicitness by Coxe on the other. Granting the admissibility of such evidence, the onus of proving such notice would rest on the complainant, and this he has failed to establish by the requisite preponderance of proof.

It may be admitted, that where an agent, having the proper authority, contracts in his own name for the benefit of a principal, the general rule is, that a principal who is unknown, or undisclosed, and perhaps also one who is known to the other contracting party, may, if' he dioses, take advantage of such contract, and sue on it in his (the principal’s) name. — Bishop on Contr, § 360. But there are exceptions to this rule, and one of them is, where an agent has been allowed to contract as principal without notice, the principal takes the contract subject to all the equities and rights of which the other contracting-party might avail himself in the transaction as against the agent, assuming liim to have been the real and only principal. Ewell’s Evans on Agency, pp. 396, and note; and 404.

We think the evidence supports the conclusion, that Coltart sold his entire interest under this contract to Coxe for the sum . of live hundred dollars, before lie had notice of any equity claimed therein by the complainant. The only interest he had, after the receipt of the thousand dollars originally paid, was the right to have transferred hack to him one-third of the old stock, the transfer of which he procured to be made to Coxe, in the first instance. This interest he has parted with by release to Coxe.

The bill was properly dismissed, we think, and the decree of the chancellor must be affirmed.