DocketNumber: No. 10603
Citation Numbers: 71 Wash. 31
Judges: Gose
Filed Date: 11/11/1912
Status: Precedential
Modified Date: 8/12/2021
This action is prosecuted to recover a balance due upon goods which the plaintiff alleges it sold to the defendant corporations, as copartners, doing business under the name of Northern Box Manufacturers’ Agency. A judgment of dismissal was entered. The plaintiff has appealed.
The respondent corporations, together with numerous other corporations and individuals, in March, 1902, entered into a written agreement, to continue in force for the term of five years, which recited that each of the contracting parties was a manufacturer of boxes and box materials, and in which it was agreed that a northern box manufacturers’ agency should be, and by the agreement was, created; that the purposes of the agency were, to facilitate the distribution and sale of the manufactured products of the manufacturers, the principals under the agreement, such products consisting of boxes and box material; to reduce the cost of the sale and distribution thereof; to protect the principals from loss through sales to irresponsible purchasers; to enlarge to the fullest extent the market for their products; “to promote, encourage, and increase the demand for such product;” “to
The agreement further named a board of principals, and stipulated that it should be known as the board of principals of the “Northern Box Manufacturers’ Agency,” and that they should, when acting as such board, be constituted the “agent of each of said principals, severally and respectively, with such powers only as are herein granted;” that the board of principals should have no power to represent or act for the said principals “jointly, or any number of them jointly, or have any power whatsoever to act for, or represent, or in any way bind, any principal jointly with any other principal, or in any way otherwise than separately and severally as to each principal respectively;” that nothing in the agreement should be construed to create any “joint obligation” as to the principals “or any number thereof,” or to authorize the board of principals to create any such “joint obligation or liability;” that each principal should be liable only for his proportion or quota of any obligation created by the board of principals, and that the board of principals should have no power to contract or incur any obligation or liability whatsoever, under any circumstances, in excess of the cash on hand, and that it should have no authority to bind any of the parties to the agreement “except when regularly assembled and acting as a board;” that each principal should pay to the board of principals the sum of ten cents per thousand feet on the whole number of feet of lumber constituting its respective quota; and should also pay to the board an additional sum of forty cents per thousand feet on every thou
The appellant’s contention is that it sold to the respondents, under the name of Northern Box Manufacturers’ Agency, certain boxes and cannery cases; that their agreement created a copartnership; or that, if it did not create that relation, the respondents are estopped by their conduct to deny that such relation was established. It concedes, however, that its transaction was with the Northern Box Manufacturers’ Agency, hereafter called the agency, acting through its manager who had been appointed by the board of principals. The agreement contains about seventeen pages of typewritten matter, and we have set forth only the provisions essential to a correct understanding of the issues.
It seems too clear to require extended argument, that the parties intended to establish an agency for the handling of their manufactured products, and that they did not intend to, and in fact did not, create a partnership as between those who united in the instrument. The agency was placed in charge of a board of principals upon which each party had a single representative,. and this board was given authority to appoint a general agent with authority, subject to the supervision of the board, to act as the agent of each of the principals, “severally and respectively,” for the sale of all manufactured products “covered by the agreement;” to collect “all proceeds of sales” passing through the agency and subject to the limitation that he should only have such powers as were “expressly conferred upon him” by the agreement, or such as “may be expressly” conferred upon him by the resolution of the board “passed at a regular meeting of said board and entered on the minutes thereof.” The purposes of
Upon the second contention, i. e. that the respondents are estopped by their conduct to dispute the partnership relation, the court found: “That from the evidence adduced in this case, the court finds that, if the plaintiff did not have actual knowledge of the facts, that no such liability could be created, its information was such as to necessarily put it upon inquiry as to the power and authority of the agency to create such liability.” It is argued that this finding is not supported by the evidence. It suffices to say that we have read the evidence on this question, and that our conclusion is that the court would have been warranted in finding that the appellant knew the actual relation between the respondents and the agency. The appellant’s manager and sales manager attended some of the meetings of the board, and it was invited to join the agency. Its sales manager testified that he was trying to get the fullest information about the agency; that he may have looked at the written agreement; that it was
There is no evidence that the respondents held themselves out or permitted themselves to be held out as copartners, or that the appellant was led by their conduct to believe that it was selling its goods to them. It follows that a liability cannot be predicated upon the principle of equitable estoppel. Thompson v. First Nat. Bank, 111 U. S. 529. The law does not surprise parties into a partnership against their will, in the absence of ratification or estoppel. 30 Cyc. 252; 31 Cyc. 1574-5-6.
The appellant contends further that the respondents are liable because the agency did not disclose all the material circumstances attending the transaction. This position again assumes that the respondents have by their conduct estopped themselves to rely upon the restrictions which they so carefully put upon the authority of the agency. There can be no estoppel when the party asserting it knew that no authority in fact existed, or when as a reasonably prudent man he should have known that fact, as where he was acquainted with the facts that should have suggested an inquiry which, if pursued, would have led to the truth. 31 Cyc.
We think that the appellant knew that the agency, acting through its general manager, was intending only to act in the capacity of its factor the same as it was acting for its members; and that it knew the purposes of the agency and the extent of its authority. It follows that there can be no recovery against the respondents.
Whether the agreement constituted a combination in restraint of competition, and if só, what effect it would have upon the appellant, we need not consider, as the point is neither briefed nor argued.
The judgment is affirmed.
Mount, C. J., Crow, Parker, and Chadwick, JJ., concur.