Trundy v. Farrar , 32 Me. 225 ( 1850 )

Tenney, J.

“A general agency exists, where there is a delegation to do all acts connected with the particular business or employment.” Story’s Agency, sect. 17. “ The principal will be bound by the acts of his agent, within the scope of the general authority conferred on him.” Ibid. sect. 126.

The authority of an agent may be created verbally, without writing, excepting for some special acts ; and may be inferred from the relation of the parties, and the nature of the employment, without proof of any express appointment. It is sufficient if there be satisfactory evidence of the fact, that the principal employed the agent, and that the agent undertook the trust. The agency must be antecedently given, or be subsequently adopted. 2 Kent’s Com. Lect. 41, p. 477 and 478.

It is very usual to prove the agency by inference from the habits and course of dealing between the parties. These may be such as to show that there was an appointment sufficiently broad to cover the acts done by the agent, or that there has been a continued ratification thereof; the principal would be bound by either. “ Having himself recognized another as his agent, by adopting and ratifying Iris acts, done in that capacity, the principal is not permitted to deny the relation to the injury of third persons.” 2 Greenl. Ev. sect. 65; Story on Agency, sect. 56 and sect. 127.” When an agency actually exists, the mere acquiescence may well give rise to the presumption ,of an intentional ratification of the act. Ibid, sect. 256.

On the question, whether a person is an agent of a corporation or not, the same presumptions are applicable to such bodies, as to individuals ; and that a deed, or a vote or by-law is not necessary to establish a contract, promise or agency. Maine Stage Co. v. Longley, 14 Maine, 444; 2 Greenl. Ev. sect. 62. “ In America the general doctrine is now firmly established, that whenever a corporation is acting within the scope of the legitimate purposes of its institution, all parol contracts made with its authorized agents, are express contracts of the corporation.” Story’s Agency, sect. 53. “ In all matters of daily necessity within the ordinary powers of the officers of a corporation aggregate, or touching its ordinary operations, the authority of its agents may be proved, as in the case of private persons.” 2 Greenl. Ev. sect. 62.

The notes in suit were given by the defendant to the proprietors of Raileyville, for a lot of land, which he purchased of them, and indorsed by Samuel Kelly as agent. The questions presented are, whether there was sufficient evidence from the vote of the proprietors, of authority in Kelly to negotiate the notes in their behalf; and whether there was evidence before the jury, upon which they should have passed in relation to the existence of the agency, arising from the conduct of the proprietors.

The vote passed June 9, 1834, was introduced as evidence by the plaintiff, without objection, and is in these words .; “ Toted, that the agent be and is authorized to bargain and sell any of the lands of the proprietors, to attend to the disposing of the grass thereon, and the working out of the proprietor’s taxes, and to attend to such other business as may concern the general interest.” This vote is very comprehensive. The terms used, in the vote of an organized proprietary, would authorize the transfer of their lands by their agent. The right to bargain and sell them involves the power to receive the consideration. The authority to attend to such other business as may concern the general interest, will embrace the power to receive notes, for the consideration and payment of the same ; and if it was found more for the interest of the proprietors to negotiate those notes, than to obtain the sums secured thereby, by directly calling upon the makers, it would not exceed the limits of the agency.

It was shown by the records, that Samuel Kelly was chosen agent in the year 1834, and that he had acted as such from that time, to the time of the trial of the action, indorsing and transferring notes, given for lands, sold by him as their agent, giving deeds and generally transacting their business, and all their business, they having no other agent; that in the year 1836 the greater part of their lands, then unsold, was transferred, to be held in severalty ; and that the notes and securities held at that time, were transferred to him. The proprietors having elected Kelly as their agent, for some purpose, these acts of his, it may fairly be inferred, were known to them, and were acquiesced in. A jury might be authorized to make the inference, that as he took notes as the consideration of deeds given by him of the proprietors’ lands, and transferred notes given therefor ; and as the notes and securities held by the proprietors were transferred by the proprietors themselves, he was their general agent, and clothed with the power to do that, which had for so long a time been done without any objection, made by them. The acquiescence of the proprietors in these acts, many of which must have been generally known, during the time, he acted as their sole agent, and they had meetings and passed votes in relation to his authority, was evidence that they had authorized him to transact their business in the manner in which he did it, and that he was possessed of full power to perform all the duties of their general agent.

The objection to Kelly’s authority to transfer the notes in suit, does not come from the proprietors, but from the defendant,'who dealt with them through their agent, Kelly. He received the value of the notes, and is bound to pay the amount to some one. The facts in proof, are such as would induce the plaintiff to conclude, that Kelly rvas the agent; or was held out to the world as such, and if so, good faith requires, that the proprietary should be bound by his acts. This would effectually protect the plaintiff from loss, and would equally secure the defendant from all exposure to pay his notes a second time. We think, independent of the vote of the proprietors, there was evidence of the agency of Kelly, which might with propriety be submitted to a jury.

According to the agreement of the parties, the action is to stand for trial.