Pope v. J. K. Armsby Co.
Before: Fleet
Synopsis
Sales—Purchase of Fruit—Agency for Corporation—Ratification— Estoppel.—Where fruit was purchased in the name of an incorporated 0 company'by one assuming to act as its agent, and who signed a contract therefor in its name, and the vendor addressed a letter to the company in reference to the purchase, requesting to know if the purchaser was their agent and if the contract was correct, and was informed by the managing agent that the purchase was made on their advice, but they •were not aware that it was made in their name, but that they would haudle the fruit, and that the writer would visit the vendor’s section in a week or two, and arrange the matter satisfactorily with him then, and such managing agent did within a few days thereafter visit the neighborhood where the vendor lived, but said nothing to him, and allowed him to act upon the contract by delivering the fruit thereunder, without repudiating it, the facts sufficiently show a ratification of the contract by the corporation; and the corporation became estopped from denying the contract, or the effect of the assurances of its managing agent, which induced the vendor to deliver the fruit under what he had a right to believe was a valid contract.
Id.—Ratification may be Implied.—It is not necessary that the ratification of a contract should be in express terms in order to bind the principal; but it is sufficient if it is fairly inferable from the words or conduct of the principal, and like the act of conferring an antecedent authority, ratification may be either express or implied.
Id.—Knowledge of Details of Purchase—Duty of Principal to Make Inquiry—Negligence.—A principal who is informed of a written contract of purchase, made in his name by one assuming to act as his agent, and who is requested by the vendor to state whether the agent had authority to make it, and whether the contract is correct, is put upon inquiry as to the terms of the contract; and it is negligence for him not to take the precaution to obtain a copy of it from the vendor, before giving him assurance that it could be carried out, and in such case he cannot plead want of knowledge of the details of the contract to prevent the effect of a ratification implied from such assurance.
Id.—Estoppel in Pais—Inducing Change of Position.—An estoppel in pais is a right arising from acts, admissions, or conduct which have induced a changed position in accordance-with the real or apparent intention of the party against whom it is alleged; and where a person by word or conduct induces another to act on a belief in the existence of a certain state of facts, he will be estopped as against him to allege a different state of facts.
Van Fleet, J Action to recover a balance due upon a contract for the purchase of fruit, alleged to have been made by defendant with the plaintiff. Plaintiff [162]had judgment, and the defendant appeals therefrom and from an order denying a new trial.
The only question involved is whether the evidence sustains the finding that defendant made the contract sued upon; and this question depends upon whether one F. W. Willis, who made the contract with plaintiff in the name of defendant, was the agent of the latter for the purpose.
Whether the evidence is sufficient to establish precedent authority in Willis, either express or implied, to make the contract in question, is one sharply mooted— the defendant claiming that it is not, and the plaintiff, with apparently equal confidence, contending that it is ample. In the view we take of the case, however, it is unnecessary to state or discuss the evidence or the divergent views of counsel upon that phase of the controversy, since in our judgment the record very clearly discloses a subsequent ratification of the contract by defendant. Defendant’s place of business is in the city of San Francisco, where it deals in dried fruits and other commodities. The contract with plaintiff was made on May 19,1894, at the home of the latter, in the county of Colusa. It was made by Willis, who represented himself to plaintiff as the agent of defendant for the purchase of the fruit, and was in writing, and was signed: “ J. K. Armsby Company, by Frank W. Willis, agent.” Subsequently, on May 25,1894, and before the delivery of any fruit under the contract, plaintiff wrote to defendant this letter:
“Colusa, Cal., May 25, 1894.
“ J. K. Armsby Co., San Francisco.
“Gentlemen: I have sold my green fruit to you and have a contract to that effect, signed J. K. Armsby Company, by Frank Willis, as agent. Now, what I want to know, is F. W. Willis your agent for buying green fruit, and is the contract correct ? Your immediate answer, and oblige, “ Yours truly,
“ J. H. Pope.”
[163]
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