People's Life Insurance v. Kohn

Hart, J., (after stating the facts). The only controversy between the parties to the action is whether the appellant is bound by the acts of Page B. Smith, agent of the Bankers’ Reserve Life Insurance Company, in collecting the last $700 of the $2,000 of stock subscription from appellee. Counsel for appellee claim that Smith had no authority to collect this sum, and that, inasmuch as it was not turned over to the company, it is not bound by his act. This is the only question we are called upon to decide. It is conceded that Page B. Smith was an agent of the corporation with authority to solicit subscriptions to the capital stock of the company, and to receive in payment therefor checks and notes payable to the company. It is also conceded that appellee, Kohn, paid the two seven hundred dollar notes, and that they were given to Page B. Smith for the balance due on his subscription. The payment of the two notes was made at different times. Hence the case may be considered as if Smith had collected $1,400, the balance due on the stock subscription of appellee, Kohn, and had failed to account for $700 thereof to the company; $700 of this amount being collected on April 1, 1910, and the remaining $700, on May 30, 1910. The letter of May 6, 1910, of P. P. Shaw, the president of the company, to appellee, Kohn, acknowledges the payment of $700 to Smith and its receipt by the company. It is evident that Kohn believed that Smith had the authority to collect in money the balance of this subscription, and that he acted in good faith in making the payment to Smith. The letter of Shaw of May 6, 1910, shows that Smith had acted for the company in collecting the money. It was negligence on the part of Shaw to have allowed Kohn to rest under the belief that Smith was authorized to receive the money. He should have notified Kohn not to pay the balance to Smith. Then Kohn might have protected himself by getting back the’note from Smith, or stopping the payment of it. “A single act of the agent and a recognition of it by the principal may be so unequivocal and of so positive a character as to place the authority of the agent to do similar acts for the principal beyond any question. The value of such proof does not depend so much on the number of acts as upon their character.” Wilcox v. Chicago, M. & St. P. Ry. Co., 24 Minn. 269; Quinn v. Dresbach, 75 Cal. 159, 7 Am. St. Rep. 138. We are of the opinion that the company permitted Smith to hold himself out to Kohn as its agent, not only to sell its capital stock, but to receive cash in payment therefor, and they are bound by his acts. Goodell v. Bluff City Lumber Co., 57 Ark. 203. It is conceded that the appellant is bound if the Bankers’ Reserve Life Insurance Company was bound. It follows that the decree will be affirmed. WOOD, J., disqualified.