Belfield v. National Supply Co. , 189 Pa. 189 ( 1899 )

Opinion by

Mb. Justice Mitchell,

That defendant dealt with Dickson & Kerr as principals is clear from the whole course of their previous transactions. The fact that Dickson & Kerr also did business as brokers was immaterial unless defendant gave orders to them as such. One who gives an order for goods to A cannot have it transferred by. A to B without the buyer’s knowledge and consent.. And even if it turns out that A was all the time only agent for B as an undisclosed principal, yet B’s rights under the contract will be limited by the rights which the buyer has in good faith acquired against A while dealing with him as principal: Frame v. Coal Co., 97 Pa. 309. Whether, therefore, Dickson & Kerr be regarded as dealers on their own account who turned over defendant’s order to plaintiff, or as agents of plaintiff, an undisclosed principal, the rights of the parties were fixed by the original contract growing out of the order, and could not be changed without the introduction of new facts and circumstances. Dickson & Kerr being in debt to defendant on the previous dealings, defendant had the right as against them to get its debt paid and the accounts balanced by ordering goods from them in the regular course of their prior business, and if the goods were sent, received and charged by defendant before knowledge of any other title than that of Dickson & Kerr, the transaction was closed, and defendant was not liable to plaintiff. That is a risk which every undisclosed principal runs as against those who deal with his agent as the real owner.

But if before the goods were received, the defendant had notice of plaintiff’s ownership, then defendant was bound to elect either to refuse the goods or to take them as the property of plaintiff, and keeping them would be an assumption of the liability to pay plaintiff for them, whether it be regarded as a ratification of the transfer of the order from Dickson & Kerr or an acknowledgment of the plaintiff as the true principal now disclosed.

The exact date of such notice to defendant and the precise status of the goods and accounts at that time are not clear on the evidence as it now stands. Each party asked a direction for a verdict as matter of law; plaintiff on the ground that the 07’der had been given to him by Dickson & Kerr as brokers, and the goods shipped to and received by defendant, and being plai7itiff’s property in fact, must be paid for by defendant without reference to its dealings with Dickson & Kerr; defendant on the other hand standing on the state of the case at the time it ordered the goods from Dickson & Kerr without reference to the time of delivery. Both claims were too broad. Defendant was right as to its original status on its order to Dickson & Kerr, and as to all goods received, receipted for or credited to Dickson & Kerr before notice of plaintiff’s title. But such notice terminated its rights in that aspect, and as already said it was bound to refuse all goods subsequently delivered or account for them to plaintiff. The time of notice being received, and the deliveries of the goods before and after, were the crucial points of the case. Some of the goods appear to have been received before notice, some admittedly after it, 807iie of the acts and correspondence of defendant look like ratification of the order as coming directly from defendant to plaintiff, some of them tend to the contrary. These questions therefore should have been sent to the jury.

Judgment reversed and venire de novo awarded.