Dougherty v. Hunter

The opinion of the court was delivered, by Thompson, J. If Bean, the president of the “ Albert Freestone Company,” was in the habit of acting as a business agent for the company with its knowledge and without objection, making sales, settling accounts and collecting debts, actual authority might be inferred from such acts and the company would be bound by them: 12 Wheat. 64; 11 S. & R. 179; and 2 Harris 81. The primary question on the trial of this cause in the court below, we think was whether the president did act as business agent of the company, and while so acting did settle the company’s account against the defendant and take from him his negotiable due-bill in “ full satisfaction” of the balance ascertained to be due the company, and gave him a receipt to that effect. He swears he did and is uncontradicted, and moreover, that shortly thereafter he negotiated the due-bill for cash, and that the proceeds went to the credit of the company. If these facts are true, was there not an extinguishment and satisfaction of the account ? This was not only the tenor of the receipt, but how is it possible that anything else could have been intended ? If the agent (assuming the agency established), negotiated the bill and applied the proceeds to the credit of the company, it must have been intended to be satisfaction by the company when it thus disposed of its paper for value. Ordinarily it is true that a note or due-bill will not extinguish such a claim ip>so facto, but if the parties intend differently and so express themselves, the law will not interfere to prevent it. If the agency and satisfaction of the account be shown and the company be satisfied with it, and it has shown no dissent and no fraud [383] or collusion be shown between it and Dougherty, I see not how creditors can set aside the settlement and satisfaction. Certainly the company could not after availing itself of the satisfaction accepted by its agent and received by itself. The rights of creditors rise no higher than theirs, and consequently they cannot. We think the case should have gone to the jury on the evidence of the settlement and satisfaction of the account by the alleged agent of the company, and not on the point of law on which it was put below. For these reasons the judgment must be reversed. Judgment reversed, and venire de novo awarded.