National Candy Co. v. New Orleans Can Co. ( 1921 )

opimos.

By his

Honor John St. Payl, Judge.

On May 6th 1915 plaintiff and defendant, each acting through its awn general manager, entered into a contract hy which the latter was to furnish and the former was to take, at certain prices, all the tin cans the former might need in its business from said date until June 1st 1917.

On June 3rd 1916 one Kenneth J. leach, a travelling salesman in tho employ of defendant, with no other authority hut to take orders for immediate shipment, and solicit "contracts" subject to approval hy his superior officers, exeouted a contract with plaintiff which was word for word and figure for figure the same as the contract of May 6th 1915, except as to date of execution and date of expiration; which latter date was fixed at June 1st 1918^ that is to say, one year beyond the expiration fixed hy the contract of I.Iay 1915; thus making the two contracts overlap for the year between June 1st 1916 and June 1st 1917, and in effect extending the first contract for one year, towit, from Juno 1st 1917 to June 1st 1918.

This contract of June 3rd 1916 was exeouted in duplicate, as follows: One oopj retained hy the plaintiff, ttS was signed on behalf'of plaintiff hy thp manager, and ’accepted" for tho defendant by Leach as "Assistant Sales Manager"; and the other copy, signed hy plaintiffs hut unsigned hy loach, and containing a blank space calling for acceptance hy defendant's "Seneral Manager", was sent or delivered hy leach to defendant without further information; nor did p]aintiff make mention thereof, at that time nor for a year afterwards.

So that defendant's general manager took the paper to he a more "offer” to renew in advance for another year the existing contract, whioh still had a year to run; and therefore merely laid it aside for future consideration^, hut never accepted it.

X.

Of course, as regards third persons, the authority of an agent is measured net alone hy his instructions, hut also hy the apparent scope of his duties. Clarke Co vs Mc Guirk, 11 Orleans App. 6. But no matter how extensive the apparent scope of an agent's authority nay he, it is always limited hy this, that tho contract which ho makes for his principal must appear reasonable in the light of the circumstances under which it is nado. Kramer vs Dixie Laundry Co, 8 Orleans App. 284.

JUtd. in view of the foot that, by reason of the groat war then gaging in Europe, the prioe of tin plate had already risen so as te make «Toa the existing oontraot an unprofitable one, and was almost certain to rise still farther, we think it was unreasonable that any one should hare then,, that another person had giran to an agent^especially a subordinate, unlimited authority t® bind him for prioes thereon from one to two years in advance, with practical certainty of loss resulting therefrom. In other words, Reach had no authority to close such a oontraot, nor had plaintiff any reasonable ground for then thinking that he had

II.

It is said herein that defendant is bound because it failed to repudiate the now contract when it was first received, and did so only one year afterwards, towit, after the expiration of the first oontraot. Citing, 7 N. S. 143; 11 La 288; 3 An 468; 41 An 425, But the answer to this is, as we hare said, that defendant did not know that Roach had -undertaken to close a contract in its behalf, and henoe it was not called upon to repudiate something of which it had no knowledge; but, as said by the Bistriot Jufgo, "it was repudiated instantly when sought to bo enforced", at which tins defendant first learnt that Leach liad undertaken to hind it by signing the contract in its behalf.

November 14th, 1921.

The judgment appealed from is therefere affirmed.

Mew Orleans La,