Potter v. Aiden Lair Farms Ass'n

Carroll, J. The plaintiffs sought to recover from the defendant for certain merchandise sold to George Peabody, the clerk and a director of the defendant corporation, who, when the goods were purchased, was the lessee of the farm and all the “equipment, chattels, live stock and personal property,” under a lease running from January 30, 1913, to January 30, 1928. The lease was not recorded as required by R. L. c. 127, § 4. The plaintiff contended that Peabody was the defendant’s agent. This the, defendant denied and contended that he was its lessee carrying on the business on his own account. The plaintiffs excepted to the admission of the lease in evidence, for the reason that under R. L. c. 127, § 4, a lease for more than seven years is not valid against any person except the lessor, his heirs or devisees, and persons having actual notice of it, unless it is recorded in the registry of deeds. The defendant had the right to show its relation to Peabody — that he was its lessee and not its agent. The statute did not prohibit it from showing these facts. Between the parties the lease was valid. The purpose of the statute was to protect subsequent purchasers against prior and unrecorded conveyances; it was not passed to protect those who claim no right or title in the premises conveyed by the unrecorded lease. As was said by Morton, J., in Philadelphia & Reading Coal & Iron Co. v. Boston, 211 Mass. 526, 531, “The object of the statute is to protect those taking title bona fide from a prior unrecorded deed or lease of which they have no notice.” See Butrick, petitioner, 185 Mass. 107, 111; Anthony v. New York, Providence, & Boston Railroad, 162 Mass. 60, 61. The lease, therefore, was properly admitted in evidence. , We do not think the jury were misled by what the judge said when speaking of the intention of the corporation acting by its officers and agents. Their undisclosed intention was of no importance. It was what was said and done — their speech and conduct — the jury were to pass on in determining whether Peabody was in fact the agent of the corporation or was acting [100] for himself in conducting the business and in purchasing the merchandise from the plaintiff. The jury were told to look at the conduct of the parties, especially “the conduct of the corporation, to see whether” it ever intended to make him its agent. Neither was there any error in that part of the charge where the intention of Peabody was referred to. It was fully explained to the jury that to hold the defendant he must have been its agent by appointment or ratification, and that his acts without the knowledge or consent of the defendant did not bind it. There was no evidence of fraud for the jury to pass on and there was no error in charging them to eliminate it from their minds. The mere fact that Peabody told someone other than the plaintiffs, with whom he was dealing, that “they were charging things to him when they should charge them to the Aiden Lair Farms,” standing by itself, does not go far enough to impute fraud to the defendant. The record does not show this statement to be untrue. Goods may have been charged to Peabody which should have been charged to the Aiden Lair Farms Association. Even if there were anything before us to show that this remark of Peabody indicated he was the agent of the defendant, it was made without the defendant’s approval or knowledge, and could not, standing alone, be relied upon to prove the defendant’s fraud. Nor is this circumstance, together with the facts that the lease was not recorded and that Peabody had a deposit in the bank in the name of “Alden Lair Farms,” sufficient to raise a presumption of fraud. No error of law appears. Judgment on the verdict.