Simon v. Fernandez

On the facts found we are of opinion that the defendant's agent in carrying out his express authority "to find a lessee upon the best terms he could," had power to employ the plaintiff to assist him in procuring a lessee. He was to lease the theatre if he could — to find a lessee — and no limitation was put upon him except to get the best terms he could.

Upon the facts found the grant of this broad and general authority was entirely natural. It reflected the confidence which the defendant had in her father, trustee and business manager. And so long as he acted in good faith and used such means as were reasonable and necessary to carry out her purpose, his power to represent and bind her is as broad as her confidence in his ability to manage the affair without further instructions.

Express authority, unless restricted to the contrary, includes by implication all such powers as are proper and necessary as a means of effectuating the purpose for which the agency was created. Kearns v. Nickse,80 Conn. 23, 66 A. 779; Benjamin v. Benjamin, 15 Conn. 347, 356; Thames Steamboat Co. v. Housatonic R. Co.,24 Conn. 40, 51.

The conclusion of the trial court that the plaintiff was the procuring cause of the leasing of the theatre, goes a long way toward finding that his employment to procure a lessee was proper and necessary. So far as appears, Fernandez was not specially qualified to find a lessee for a motion-picture theatre, and he was not employed because he was supposed to possess such special qualification. The plaintiff was, by reason of his employment, brought in contact with the managers of motion-picture theatres, and it may be supposed that desirable lessees would be more likely to be found among that class than elsewhere. There is no finding that the plaintiff's employment was not a proper or necessary means of effectuating the purpose for which the agency was created. On the contrary, the facts found and the conclusion that the plaintiff was the procuring cause of the lease are inconsistent with any other ultimate conclusion than that the employment of the plaintiff was within the authority granted to Fernandez.

It is of no consequence that the plaintiff contracted with Fernandez supposing him to be the owner of the theatre. On discovering the fact that the contract was for the benefit of an undisclosed principal, he had a right to hold the latter. Merrill v. Kenyon, 48 Conn. 314.

Neither is it material that the defendant did not know of the plaintiff's employment until after the lease was executed. "Principals are always presumed to have knowledge of all the acts done or declarations made by or to their agents, when acting in relation to the subject-matter of the agency, and within the scope of an actual or apparent authority conferred upon them." Smith v. Water Commissioners, 38 Conn. 208,218; Trumbull v. Hewitt, 65 Conn. 60, 74, 31 A. 492, and cases cited.

There is error and the cause is remanded with direction to set aside the judgment and enter judgment for $1,000, with interest, for the plaintiff.

In this opinion the other judges concurred.