Wheeler & W. Mfg. Co. v. Aughey

Opinion, Ms. Justice Green : The learned court below distinctly charged the jury that, if the notes in suit were given for a past indebtedness of Landis to the plaintiff, their verdict should be in favor of the plaintiff; but if they found that they were given for machines to be furnished thereafter, and the machines were not delivered, the verdict should be for the defendant. The jury found for the defendant, and thereby determined that the notes were given for machines to be furnished in the future. There was abundant testimony in support of the defendant’s contention, and we must therefore regard it as an established fact that the notes were given in consideration that machines should be delivered to Landis by the plaintiff subsequently to the execution and delivery of the notes in question. It is beyond all question that Landis obtained the signature of the defendant to the notes, and that he delivered the notes so signed to the plaintiffs, who received and kept them and affirmed their title to them by bringing suit upon them against the defendant. For the purpose of obtaining the notes, Landis most certainly acted as the representative of the plaintiffs, and they conclusively accepted the fruits of his act. That they cannot do this without being subject to the conditions upon which he obtained the notes, whether he had authority or not to make or agree to those conditions, is too well settled to admit of any doubt. The whole doctrine was well expressed by Sharswood, J., in the case of Mundorff v. Wickersham, 63 Pa. 87: “ If an agent obtains possession of the property of another, by making a stipulation or condition which he was not authorized to make, the principal must either return the property, or, if he receives it, it must be subject to the condition upon which it was parted with by the former owner. This proposition is founded upon a principle which pervades the law in all its branches: Qui sentit commodum sentire debet et onus. The books are full of striking illustrations of it, and more especially in cases growing out of the relation of principal and agent. [408] Thus, where a party adopts a contract which was entered into without his authority, he must adopt it altogether. He cannot ratify that part which is beneficial to himself, and reject the remainder; he must take the benefit to be derived from the transaction cum onere.” This doctrine is so reasonable and so entirely just and right, in every aspect in which it may be considered, and it has been enforced by the courts with such frequency and in such a great variety of circumstances, that its legal soundness cannot for a moment be called in question. It is of no avail to raise or discuss the question of the means of -proof of the agent’s authority. The very essence of the rule is- that the agent had no authority to make the representation, condition, or stipulation, by means of which he obtained the property, or right of action of which the principal seeks to -avail himself. It is not because he had specific authority to bind his principal for the purpose in question, that the principal is bound, but notwithstanding the fact that he had no such authority. It is the enjoyment of the fruits of the agent’s action which charges the principal with responsibility for his act. It is useless, therefore, to inquire whether there is the same degree of technical proof of ■ the authority of the agent, in the matter under consideration, as is required in ordinary cases where an affirmative liability is set up against a principal by the act of one who assumes to be his agent. There the question is as to the power of the assumed agent to impose a legal liability upon another person; and, in all that class of cases, it is entirely proper to hold that the mere declarations of the agent are not sufficient! But in this class of cases the question is entirely different. Here the basis of liability for the act or declaration of the agent, is the fact that the principal has accepted the benefits of the agent’s act or declaration. Where that basis is made to appear by testimony, the legal consequence is established. Mr. Justice Shars-wood, in the case above cited, after enumerating many instances in which the doctrine was enforced, sums up the subject thus: “ Many of these cases are put upon an implied authority, but the more reasonable ground, as it seems to me, is that the party having enjoyed a benefit must take it cum onere.” [409] We are of opinion that the learned court below was entirely right in the treatment of this case. Judgment affirmed in each of these cases. On February 8, 1892, a motion for a re-argument was refused.