Williams v. Getty

The opinion of the court was delivered by Thompson, J. The learned judge of the court below charged, that “ if the principal holds the agent out to the world as a general agent, in the transaction of his business; any contract he would make within the scope of that business would be binding on the principal, although there might be, as between the principal and agent, a restriction upon the general authority of the latter, if the person with whom the contract was made had no notice of such restriction.” And that persons dealing with an agent carrying on a general business, such as a general manager of a railroad contractor, would not be bound to inquire into the particulars of the agent’s authority, when held out to the world as such general agent, and particularly as the principal made no objections to his acts, and gave no notice of a restricted authority, although from time to time inspecting the progress of the work. The plaintiff in error excepts to this, and assigns error upon it, on the ground, that as it had been the practice on that work to employ hands by the day, it was an excess of authority in the agent to employ the plaintiff below by the month. And this raises the question, whether the practice restricted the authority of the agent, or whether, being a general agent, he was within the scope of his authority in contracting for tibe usual and ordinary means of accomplishing the business. His business was to advance to completion the work under his care, and this was to be done by the employment of labourers and teamsters. This was apparent and palpable to all, and being so, it is difficult to conceive, of any duty resting on a party about contracting to assist in the accomplishment of what the agent had power to do, namely, to construct [464] the portion of the road under his charge, other than to see that he was engaging to do what was usual in such business. The authority of a general agent to contract is implied in the nature and kind of business he has to do, and is only limited to the necessary and appropriate means of accomplishing it. If it were such a business as it was apparent would last but six months, a contract for a year doubtless would not be binding on the principal, because the party employed would be acting in bad faith, in undertaking when it was apparent he would not be needed; and besides, it would be equally apparent that such a contract was not necessary to the accomplishment of the object. So, if the business were such as would apparently last for months, an employment for one or more months would seem to all to be covered by the agent’s implied authority, and would bind. In Addison on Contracts 626, the point is treated distinctly and briefly thus : “ A foreman intrusted with the general management of a trade or business, has an implied general authority from his employer to enter into all such contracts as are usually and necessarily entered into in the ordinary conduct and management of the businessand he cites the case of Richardson v. Cartwright, 1 Car. & Kirw. 328, of a foreman of a saw-mill who took an order from the plaintiff for a large quantity of Scotch fir staves, and agreed to have them ready for delivery within a particular period; it was held, that his principal was responsible for the nonfulfilment of the contract, although no particular authority from the principal was shown to authorize the agent to make the contract. See also Story on Agency, §§ 55, 56, 87, 97; 2 Kent's Com. 793, and note. A general power implies the grant of any matter necessary to its complete execution: Peck v. Harriott, 6 S. & R. 149; 17 Ohio Rep. 466. And in Scott v. Wells, 6 W. & S. 357, it was held, that a general agent to make sales was competent to rescind a contract of sale with the consent of the other party. The principle is elementary and uniform, that an implied general authority to transact business is only limited to the usual and ordinary means of accomplishing it. This doctrine is not to be confounded with that regulating special agents for limited purposes. There the extent of the authority must regulate the validity of the contract, and one who deals with such an agent must look to that. We think the court was entirely accurate in that portion,of the charge embraced in the first and second specifications of error, and that the matter complained of in the third was but a corollary thereof and accurate of course. This judgment must be affirmed. Judgment affirmed.