Ellis v. Crawford

Rhodes, C, J., delivered the opinion of the Court, Temple, J., Crockett, J., and Wallace, J., concurring:

The plaintiff, in order to hold the defendant responsible for the wages of himself and his assignors, for the labor performed by them on the schooners Stag Hound and Louisa Morrison, takes the position' that in the construction of the schooners, Howlett was the employe' and agent of the defendant ; that the defendant was the principal; or, if the schooners were not built entirely on his account, that he was jointly interested with Howlett in their construction. The defendant’s position is, that neither of the vessels was built by him, or on his account, either wholly or in part; that Howlett was not his agent or employe; that they were built by Howlett, on his own account, and under certain contracts,- by which he agreed to build the Stag Hound, and deliver her to the defendant, and to build the Louisa Morrison, and deliver her to Morgan & Co.; and that the defendant acted as the agent of Morgan & Co. in contracting for the building of the Louisa Morrison, and of Howlett, in certain particulars, in the building of both schooners. •

The liability of the defendant is to be ascertained by determining the true relation which he and Howlett bore to each other in the building of the schooners, except in the instances in which the defendant may have employed men to work on the schooners, without disclosing to them that he was not the principal in the work, when, of course, he became responsible for their wages. For the purpose of ascertaining the relation which they sustained towards each other, the jury were required to take into consideration all the facts and circumstances attending the construction of the schooners.. They were not limited to the letters which, the defendant and Howlett wrote to each other; even admitting that they contained evidence of the contracts under which the schooners were built, which would be sufficient to bind them in an action to which they were- the parties. For it is apparent, we think, that they may have executed a contract which was drawn with the utmost formality and [527]precision, but which yet might not afford any clue to their true relation. They would be bound by the contract, but third persons might look outside of the contract, and ascertain from other evidence what their real relation was to each other, and to the subject-matter of the contract. Were this not the rule, it might be impossible to reach a secret partner or an undisclosed principal. The contract is not to be disregarded in a controversy between either of the parties to the contract and a third person, for it is prima facie evidence of the relation the parties to the contract bear to each other in respect to the subject-matter of the contract.