Schendel v. Stevenson

Morton, J.

The plaintiff seeks to hold the defendant, as an undisclosed principal, for certain goods sold and delivered to his agent. The case was tried in the court below by a single judge, without a jury, and the finding was in favor of the plaintiff. The case comes here on exceptions to the ruling of the judge, that the plaintiff was entitled to recover for goods sold prior to August 28,1888, and to his refusal to adopt certain rulings which the defendant requested. The evidence introduced at the trial, as well as the findings of fact made by the presiding judge, appear in the bill of exceptions. It is well settled that even where the evidence on which they are based appears in the bill of exceptions, findings of fact made by the court below upon a trial without a jury are not open to revision in this court; in such a case, it is only the question of the correctness of the rulings and decisions of the court in matters of law which is open here. Fitchburg Railroad v. Freeman, 12 Gray, 401. Sheffield v. Otis, 107 Mass. 282. Backus v. Chapman, 111 Mass. 386. Turner v. Wentworth, 119 Mass. 459, 464. Edmundson v. Bric, 136 Mass. 189. This court may determine, however, upon exceptions or other suitable proceedings, whether the findings of fact were warranted, under the rules of law applicable to the case, by the evidence before the trial court. Worthen v. Cleaveland, 129 Mass. 570, 574. Fernald v. Bush, 131 Mass. 591.

The judge who tried this case found that, in April, 1888, the defendant placed one Palfrey in charge of a hotel as his agent and manager, and that Palfrey continued to act as such till some time in the following September. He also found that the contract for the goods in suit was made by the plaintiff’s agent with said Palfrey, to whom the goods were delivered and charged, and that until August 28,1888, said agent supposed Palfrey to be the proprietor of the hotel, and then learned for the first time that the defendant was the proprietor, and Palfrey his agent or manager; and the court ruled “that the plaintiff is entitled to recover for the goods sold prior to August 28,1888, after deducting the credits set forth in said declaration, and allowed interest from the date of the writ on said balance.”

It is clear that, taking the facts as found by the court, there was no error in this ruling. The law as to the liability of an undisclosed principal upon such or similar facts is too well settled to need discussion or the citation of authorities.

Nor can we see that the findings of fact were the result of any error in the application by the court of the proper rules of law to the case before it. The question was whether Palfrey was or was not the agent of the defendant. Both the defendant and Palfrey testified in a manner strongly tending to show that the latter was not the agent of the former. But whether Palfrey went in under a contract with the defendant that the lease should be assigned to him, and with the expectation of conducting the hotel as its proprietor, or whether he went in as the agent and manager of the defendant, was a question of fact for the court, under all the circumstances as they appeared in evidence. The defendant asked for no ruling as to what was necessary to constitute the relation of principal and agent between the defendant and Palfrey. Apparently he relied on the claim that upon all the testimony the court was not justified, as matter of law, in finding that Palfrey was the agent of the defendant. But there was some evidence tending to show that he was; and in the conflict of evidence it was for the court to decide what degree of credit should be given to the testimony of the defendant and of Palfrey. We are bound to assume, in the absence of anything to the contrary, that the court, in coming to the conclusions to which it did come, correctly applied to the case before it the principles of law necessary to constitute the relation of principal and agent between the defendant and Palfrey.

Some rulings asked for by the defendant remain to be considered.

First, “The defendant is not liable, on the facts proved.” This has already in effect been considered, and was rightly refused.

Secondly, “That if Palfrey did not make the purchase of goods declared on in fact in the exercise of his authority as agent, and did not represent himself as agent, the defendant is not liable.” The court rightly refused to rule as thus requested. It is evident from the statement in the bill of exceptions that the judge who tried the case treated this request as requiring that it should appear not only that Palfrey was acting as the defendant’s agent, but also that he represented himself as the defendant’s agent. It was not necessary that Palfrey should represent himself as the defendant’s agent in order to render the defendant liable. If he was in fact the agent of the defendant, it was immaterial whether he represented himself as such or not. If this could be stricken out of the request, then the answer would be to the request as thus modified, that the court found as a fact that the goods were sold and delivered to Palfrey while he was the agent of the defendant, and as such agent.

The third request was open to objection because it asked the court to rule that, if the plaintiff, after ascertaining the name of the principal, and learning that Palfrey had been discharged as agent, continued to sell to Palfrey, the defendant would not be liable for the goods so sold, nor for those sold before the plaintiff acquired such knowledge. The fact that the plaintiff continued, if he did continue, to sell goods to Palfrey after the agency was terminated, could not prevent him from recovering from the defendant for goods sold while the agency did in fact exist.

The fourth instruction requested was adopted by the court.

Exceptions overruled.