Garabrant v. Wood

Opinion by Reeder, J., This case was tried under the act of 1869 and its supplements by a referee agreed upon by the parties and without a jury. [396] The question for us to determine is whether the contract made by Trout with the plaintiffs “ for hanging paper ” was within the line of business conducted by the defendants so that the partnership was bound by contracts in the firm name made by either of the partners. There is a distinction in the liability of members of a firm as affecting their accounts between each other and their liability with parties from whom they obtain credit or transact business. As between each other they are bound by the terms of their articles of copartnership, as between themselves and outside parties they are bound by whatever representations they jointly make as to the scope of their business or the purposes, character and composition of the firm. This thought runs through the entire findings and discussions thereon of the learned referee in the court below. By the articles of copartnership, the business of the firm was “ The manufacturing of paper and vending the same.” Mr. Trout was a member of the firm, and had full authority to bind the firm by any contract, which was within the scope of the partnership business. The defendants had letter heads printed advertising themselves as “manufacturers of Chemical Manilla Hanging and Wrapping papers.” Trout called upon the plaintiffs and handed them a card containing the name of the firm and advertising the firm as “manufacturers and dealers in chemical fibre and hanging papers.” If these letter heads and business cards were used b_y the consent or with the knowledge of Wood of course he would be bound by any purchases Trout might make of any such paper. But Wood denies that they were used with his knowledge “at that time.” What this qualification of this denial means, it is impossible for us to determine for it is not discussed at all by the referee nor is there any finding of fact by him in relation to the uses of their letter heads or business cards. For the purposes of this decision however it is not necessary for us to consider it. It is a law of business that a manufacturer of any particular line of products is also a dealer in that product, and that in the course of his business he is frequently compelled by a multitude of orders which is beyond his capacity or by derangement of machinery or from other causes to become purchasers of the material they manufacture. That when firms do so purchase, such purchases are within the scope of their line of business cannot successfully be contested. [397] In this case one of tbe members of the defendant firm went to the place of business of the plaintiffs and represented that they had orders for hanging paper which they were unprepared to fill, that owing to delay in getting in machinery to manufacture hanging paper they would have to purchase the paper from some other dealer or manufacturer. The order was accepted and the plaintiffs were ordered to ship the paper on the defendants’ account to the Long Island Wall Paper Co., at Ravenswood, Long Island. This was done and this suit is for the recovery of the value of the paper so shipped by them. This was within the scope of the partnership business as advertised by the firm and they were responsible for the account. When the order for this paper was received by Wood & Trout they endeavored to' manufacture it. The paper they made was defective and did not give satisfaction to their customers. Trout then went to the Long Island Paper Co., from whom they had an order and told them the paper would be finished within a certain time. Pie then came home and told Wood that he would have to buy the paper and he said it was all right and after that, the paper was purchased from the plaintiff copartnership. After the purchase Trout says he told Wood of the purchase and he said “we will malee arrangements to pay the bill.” Wood denies this and says the purchase was made without his knowledge. This raises a question of credibility which the referee has practically decided in favor of the plaintiffs, first by his finding for them for the amount of their bill. Again by his refusal to find as requested by tbe defendant in his fifth request. The assignment of error as to the other findings of facts we cannot consider. The affirmance by the court below of the referee’s finding of facts is generally as conclusive as the verdict of a jury upon the facts: Thornton v. Ins. Co., 71 Pa. 234; City of Phila. v. Linnard, 97 Pa. 250. The second assignment of error cannot be sustained under the authority of Sterrett v. Bull, 1 Binn. 234; Hay v. Kramer, 2 W. & S. 137. There is no error that we can find in the record, and all the assignments of error must be overruled. Judgment affirmed.