Munn v. President & Directors of Commission Co.

Spencer, J. delivered the opinion of the court. The grounds on which the defendants resist the payment of the bill, in this case, are, 1 st. That Noyes Darling, the defendants’ agent, exceeded his authority in accepting the bill. 2d. That the bill is usurious. This case has been twice argued, and, the last time, by the direction of the court. The second argument has been confined to the last point, whether the bill was void for usury. The court entertained no doubts on the first point, and the second argument has removed all doubts upon the second. (1) The defendants are a corporation, and had, it appears, duly constituted Darling their general agent., It has been strongly urged, that under the act incorporating this company, (sess. 36. ch. 150.) they could neither draw, nor accept bills of exchange. Their power is, undoubtedly, limited.. They are required to employ their stock solely in advancing money, when required, on goods and articles manufactured within the United States, and the sales of such goods and articles on commission. The acceptance of a bill is an engagement to pay money ; and the company may agree to pay or advance money, at a future day, and they may engage to do this by the acceptance of a bill. The contract between Herman Ruggles, the drawer of the bill, and Darling, as agent to the defendants, is, that he will accept the bill, and that collateral security shall be given by Ruggles for the return or payment of it; but, as a consideration for the accommodation afforded by the acceptance of the bill, he was to place in the hands of the defendants’ agent, 100 hogsheads of domestic distilled spirits for sale on commission, and as a further security for the acceptance. I perceive no objection arising from the act of incorporation, to the advance of money, or the acceptance of a bill, on an agreement to deposit goods or articles of domestic manufacture. The legislature have not inhibited this; nor have they required that the goods should be delivered to the company prior to their advancing money on them. Such a re [54] quirement would be impolitic and embarrassing to the ffla? nufacturer and the company. The point principally insisted on is, that the defendant exceeded his particular instructions, as regards the acceptance of this hill, the rum not having "been, in fact, deposited. The by-laws of the corporation have, been produced, and they certainly do not confer on the agent the power of accepting hills, on an expected delivery of goods. But it is proved that Darling was the general agent of the defendants, and that he was in the habit of accepting bills, which the company, afterwards, paid, under the like circumstances. It further appears, that the acceptance in question was entered in the books .of the company in the usual manner of all other acceptances. The distinction is well settled, between a general and a special agent. As to the former, the principal is responsible for the acts of the agent, when acting within the general scope of hj.s authority, and the public cannot b,e supposed connusant of any private instructions from the principal .to the agent; but where the agency is. a special and temporary one, there the principal is not bound, if the agent .exceeds his employment. In Fenn v. Harrison, (3 Term Rep. 760.) Ashhurst, J. takes the distinction stated ; and he exemplifies it, by putting two cases. He says., if a person keeping livery stables, and having a horse to sell, direct his servant not to warrant, and the .servant nevertheless warrants him, still the master would be liable on the warranty, because the servant was acting within the general scope of his .authority. Again, he says, jf the owner of.a horse were to send a stranger to a.fair, with express directions not to warrant the horse, and. the latter acted .contrary to the orders, the purchaser could only have recourse to the person who sold the. horse, and the owner would not be liable o.n the warrantybecause, the servant was n.ot acting within the scope of ibis employment. In Gibson v. Colt and others, (7 Johns. Rep. 393.) this court recognised the "distinctionbetweén a special and generalagent, as laid down in Fenn v. Harrison, to be founded on just and reasonable principles, with the observation, “ that the limitation to the powers of a general and known agent, cannot be known, unless speci [55] ally communicated, and third persons ought not to be affected by any private instructions.” The same principle was recognised by Lord Kenyon, in Runquist v. Ditchell, (3 Esp. Rep. 64.) and, again, by Lord Ellenborough, in Whitebread v. Tuckett, (15 East, 407.) It makes no difference, that the defendants were a corporation; for it is settled, that they may be bound by the acts of their agents, in the same manner as private individuals. I abstain from mentioning several incidental facts, which go to confirm the position, that the defendants considered and treated Darling’s acts as binding on them. 2. The second point was not free from doubt, and, as has been observed, led to the re-argument of the cause. The doubt in the minds of some of the judges has been removed, by a more precise ascertainment of a fact; it was doubted, whether Oliver Ruggles, the payee of the bill, was not a mere dramatis persona, and whether he could, after the acceptance of the bill, have maintained a suit upon it. Upon a more careful examination of the case, we see no reason to doubt, that the bill, whilst in his hands, and before it was discounted by the plaintiff, at a higher rate than the legal interest, was a perfect and available bill, and that when it became due, he could have maintained an action upon it, against either of the defendants, or Herman Ruggles, the drawer. This appears to the court to be the true test, in distinguishing between a case, where the discount of a bill, at a higher premium than the legal rate of interest, will render the transaction legal, by considering it the purchase of a bill, already perfect and available to the party holding it, and where it will be illegal, as á usurious loan of money. The principle is too well settled to be questioned, that a bill, free from usury, in its concoction, maybe sold ata discount, by allowing the purchaser to pay less for it, than it would amount to at the legal rate of interest, for the time the bill has to run. The reason is obvious ; as the bill was free from usury, between the immediate parties to it, no after transaction with another person can, as respects those parties, invalidate it. And I take it to be equally clear, that if a bill, or note, be made for the purpose of raising money upon it, and it is discounted at a higher premium than the [56] legal rate of interest, and where none of the parties whose names are on can, as between themselves, maintain a suit on the bill when it becomes mature, provided it had not been discounted, that then such discounting of the bill would be usurious, and the bill would be void. I have no doubt, that Herman Ruggles could, in no event, have maintained a suit on this bill. The contract between him and Darling, bound him either to deli ver up the bill to be cancelled, long before it would become due by the terms of it, or to pay Darling the amount of the bill. And it w'ould make no difference, as to the question of usury, that an attempt was made to get it discounted, at a legal rate of interest, by presenting it to a bank. Had it appeared that Oliver Ruggles had no interest in the bill, but had merely lent his name for the accommodation of Herman Ruggles, the court have no hesitation in saying, that the plaintiff’s purchase of the hill would have been usurious, and that he could not have recovered upon it; because, until such purchase, the bill would have been mere waste paper, and it wpuld have had no existence, or been available, until the plaintiff acquired his title, and that title, being contaminated and infecting the bill, would be invalid as against all the parties to it. (3 Johns. Cas. 69. 206. 2 Johns. Cas. 60.) It has been said, that Oliver Ruggles, for aught that appears, was the holder . of this bill in his own right, and could have maintained a suit to enforce its payment, when it came to maturity, against the acceptor and drawer, had it never been discounted by the plaintiff; and then'it follows,.' that the drawer and acceptor, in a suit by the endorsee, have nothing to do with the consideration paid for the bill, by such endorsee to the drawer. They are bound to pay the bill; but, as respects the payee and first endorsee, if he be sued by his immediate endorser, it will be competent for him to show the real consideration paid; and if it be less, than the face of the bill, and the legal interest for the time the bill had to run, then he can claim to have the difference deducted. (Braman v. Hess, 13 Johns. Rep. 52.) Judgment for the plaintiff. [57] N. B. In the suit of Munn v. Herman Ruggles, the same judgment was entered. And in the suit of the same plaintiff against Oliver Ruggles, a judgment was given for 4,362 dollars and 75 cents, with interest from the 38th day of April, 1814.