Johnson v. Armstrong & Messer , 83 Tex. 325 ( 1892 )

Appellees as partners sued appellant for the value of professional services rendered as architects at appellant's request in the preparation of plans and specifications for a university building and college to be erected at Fort Worth, Texas, alleging the value of such services to be $1500. Defendant claimed that he was at the time president and financial agent of the Fort Worth University, a corporation duly incorporated for educational purposes, which was solvent and responsible, and contemplating the erection of said building; that appellees desired to submit to him as agent of said corporation, said plans, etc., with the hope and purpose of being employed to superintend the construction of said building, if such plans were adopted, as is usual in such cases; that he never assumed nor intended to become individually responsible to appellees for the work done or to be done by them, and never promised to pay them anything for their services; that the plans were not adopted, and the work was not requested nor done for him as an individual.

The cause was tried without a jury and a judgment was rendered for plaintiffs.

It appears from undisputed evidence, that the Fort Worth University was a corporation, and that the defendant was its president and financial agent; that Johnson requested plaintiffs to do the work which is the foundation of their claim; that they performed it, and that their services were reasonably worth the sum for which judgment was rendered in their favor.

There is no evidence that Johnson bound himself expressly to pay plaintiffs for their work. The evidence of plaintiffs relating to this issue was substantially as follows:

"I knew the defendant was financially responsible, and plaintiffs looked to him for the pay for our work. I knew nothing about the Fort Worth University — whether it was a corporation or not. I knew that the building for which we were preparing plans was to be a school or college building. I had heard that defendant had something to do with the college, and I believed that he was having the plans made for a building to be used as a college or university building, but the church, and college, and university, nor anything, had anything to do with the work we did. We did that for Dr. Johnson, the defendant. Plaintiffs would not have done the work if they had not known or believed that defendant was to pay for it. We knew that he was a thoroughly responsible man financially, and we gave credit to him, because we believed from what transpired between us that he was responsible to us for the same. I do not know that defendant said expressly that he would pay for the plans, but he ordered the work done and said nothing about any one else paying for it."

In Buck v. Amidon, 41 Howard's Practice Reports, 378, the law upon the subject was stated in a quotation from an opinion by Lord Kenyon, in the following language: "If the mere act of ordering goods was to make the party who ordered them liable, no man could give an order for a friend in the country, who might request him to do it, without risk to himself. If a party orders goods from a tradesman, though in fact they are for another, if the tradesman was not informed at the time they were for the use of another, he who ordered them is certainly liable, for the tradesman must be presumed to have looked to his credit only. * * * But whenever an order is given by one person for another, and he informs the tradesman who the person is for whose use the goods are ordered, he thereby declares himself to be merely an agent, and there is no foundation for holding him to be liable." Ogden v. Raymond, 22 Conn. 379.

In verbal contracts, "if the agent does not disclose his agency and name his principal, he binds himself personally." Ewell's Evans on Agency, p. 414, note 1.

If Johnson had a principal capable of being bound, and whom he had authority to bind by the contract, and if the contract was about the business of the principal and such facts were known to the plaintiffs, then, as Johnson did not expressly bind himself, it must be held to be the contract and debt of his principal, for which he is not responsible. It clearly appears that plaintiffs knew that the building was intended for a public and not for a private purpose. The evidence does not in so many words show that they knew that the building was to be constructed by an existing corporation so as to apprise them that Johnson had a principal capable of being bound by the contract. But it does show that there was in fact such a corporation and principal, and the circumstances that were known to plaintiffs were sufficient to put them upon inquiry. The inquiry that it was their duty to make, under the circumstances of this case, would have developed a responsible principal, and it is difficult to conclude that plaintiffs did not have actual knowledge that they were dealing with a corporation, notwithstanding the fact that they did not at the time of making the contract inquire for or get that information from Johnson, the agent.

It is unnecessary for us to enumerate here all of the circumstances of the transaction leading to this conclusion, or all of the reasons upon which we predicate it.

The judgment is reversed and the cause is remanded.

Reversed and remanded.

Delivered February 12, 1892.