Crew v. Bradstreet Co.

Opinion,

Me. Chief Justice Paxson :

It is not denied that the book furnished the plaintiffs by the Bradstreet Company contained a serious error. The Union Refining & Manufacturing Company of Jersey City was therein rated as having $600,000 capital actually paid in, whereas in fact that was the amount of its authorized capital, of which only $20,000 had been paid in. This was explained bj- the Bradstreet Company as a typographical error. The plaintiffs allege that on the faith of the statement contained in the book they sold the Union Refining & Manufacturing Company a bill of merchandise amounting to $1,457.47, which has been wholly lost by reason of the insolvency of said company. The defendants contend that they are protected by the following provision of their contract with the plaintiffs: “That the said company shall not be liable for any loss, or injury caused by the neglect or other act of any officer or agent of the company in procuring, collecting, and communicating said information; that the said company does not guarantee the correctness of the said information,” etc.

Contracts against liability for negligence are not favored by the law. In some instances, such as common carriers, they are prohibited as against public policy. In all cases, such contracts should be construed strictly, with every intendment against the party seeking their protection. This contract provides for exemption from the negligence of the officers and agents of the company, but not from its own. We think the fair and reasonable construction of it is, that the company should not be liable for the mistakes of those who collect and impart the information. Thus, if the company had been informed by the person who gave them the report as to the Union Refining & Manufacturing Company, that it had $600,000 of paid-up capital, and this statement had been furnished as received, we think the defendants would not have been responsible. Information as to the financial standing of individuals, firms, and corporations is sometimes difficult to procure, and cannot in all instances be entirely accurate. It is a delicate inquiry always, and involves the employment of a large number of agents, scattered over a wide extent of country. In some instances the information furnished may not only be erroneous, but wilfully false, to gratify the private malice of the informant against the subject of the inquiry. The contract referred to was evidently intended to protect the company from the consequence of errors, from whatever cause, in the collection and transmission of such information by its agents. Hence, if the company communicates such information as it was received, it may well claim protection under the contract, even though such information should subsequently appear to have been erroneous. Its duty is to give the information which it receives, in good faith, to its customers, or to those who apply for it. In this case, however, the contention is that the report made to the company by its agent was correct, and that the mistake was the blunder of the company in having it erroneously printed in its July book. This book was certainly issued by the company; it cannot be said to be the act of any particular officer or agent, as would be the sending of information as to the standing of a particular individual, or by the transmission of such information by a clerk, in the course of his routine duties, to a subscriber or customer. The contract was against the negligence of particular officers or agents, not against the negligence of the company as such. It was certainly negligence on the part of the company to issue a book containing such a gross error; not the error of the agent who furnished the information, for he furnished it truly, but of the company in sending it out falsely.

It was urged, however, that the Bradstreet Company, if liable at all, were only so as guarantors, and that, as the plaintiffs had commenced no suit against the refining company, they are not entitled to recover against the defendant in this action. We need not discuss this proposition, in view of the evidence that the refining company is insolvent.

The judgment is reversed, and a venire facias de novo awarded.