Hovley v. Frank Meline Co.

California Court of Appeal May 27, 1927 No. Docket No. 4856.Published

Before: York

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Holding. The court held that the defendant was bound by the contract signed by his employee because the defendant held the employee out to the public as having authority to act as his agent. Furthermore, the court ruled that minor inaccuracies in the trial court's findings did not warrant reversal as the findings, when construed together, supported the judgment.

Issues

Whether a contract signed by an employee was binding on the defendant employer under the doctrine of ostensible authority.
Whether the trial court's findings were fatally inconsistent with the pleadings or evidence due to the use of the term 'guaranteed' and minor clerical errors.

Disposition. affirmed

Quotations verified verbatim against the opinion

“Mr. Seward was held out to the public by Mr. Meline as having authority to represent him in promoting building contracts and financing”

“A man cannot hold another out before the public as his agent having authority of a general character and take the benefits of his acts when he considers them favorable to him and repudiate his agent’s acts when he considers them unfavorable.”

“All findings should be construed together and, if possible, all conflicts should be reconciled rather than to reverse a judgment because of such conflicts.”

YORK, J.

The principal point to be decided in the appeal of this case is whether a certain contract signed “Frank Meline Company, by G. H. Seward,’’ and also signed by Peter P. Hovley, plaintiff’s assignor, was binding on Frank Meline, who was doing business under the name of Frank Meline Company. Appellant concedes that Seward was at the time he signed the contract in the employ of defendant but contends that signing the contract was not within the scope of Seward’s employment either actual or ostensible. The defendant was at that time engaged in a business of various kinds, among which were construction of buildings, financing, promotion, that of real estate broker, etc. He had four offices in four different localities, and had about one thousand persons in his employ. He was not, of course, giving personal attention to all of the various branches of his business, but had systematized and organized

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his business. Seward was operating in what was knowr, as the “Wilshire Office Dept.” A letter-head had been printed for use in that department on which was printed, “The Frank Meline Company, Realtors. Please direct youi reply to the Wilshire Office Dept. Attention G. H. Seward. Promotion, Financing, Loans, Business Properties, Leases, Individually-Owned Apartments, Building Contracts.” That letter-head was in general use in that department. Mr. Meline learned of this contract executed, in the manner indicated and did not communicate with Mr. Hovley about it.

After a review of the evidence, we conclude that Mr. Seward was held out to the public by Mr. Meline as having authority to represent him in promoting building contracts and financing and in the manner pursued by Mr. Seward. The contract was a contract of Frank Meline and not of G. H. Seward. A man cannot hold another out before the public as his agent having authority of a general character and take the benefits of his acts when he considers them favorable to him and repudiate his agent’s acts when he considers them unfavorable. (Civ. Code, secs. 2315, 2317, 2330.)

The findings of the court are criticised, and it is true that they are subject to criticism. The use of the term “Frank Meline guaranteed the payment of $3,000,”

stand-, ing alone,

Hovley v. Frank Meline Co.

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YORK, J.

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