Baldwin v. Leonard

The opinion of the court was delivered by Steele, J. The question may be stated for convenience, as if all the facts found by the auditor, were conceded by the parties and had been pleaded. The plaintiffs’ account is for the price of a quantity of hay which they owned as partners, and which the defendant bought. The defendant resists payment upon the ground that he purchased the hay as an agent for one William Keach, and not for himself. The plaintiffs admitting that.the defendant did in fact purchase it for Keach, reply that the sale was made by Henry Baldwin, one of the plaintiffs, to the defendant, and that Henry Baldwin had no knowledge or information of the defendant’s agency ; and they claim that the defendant is personally liable because he did not disclose his agency. The defendant, conceding that the sale was thus made, and that Henry had no actual information of the defendant’s agency, and that the defendant did not disclose his agency to Henry, and that the defendant would be personally liable if no other facts appeared, rejoins that on an occasion some four weeks previous to the sale, the defendant asked Roderick Baldwin, another of the plaintiffs, if he had any hay to sell, and that Roderick then inquired of him for whom he was buying, and the defendant informed him that he was buying for Keach, and that Roderick said he had no hay to sell or contract at that time, and declined to make any trade, but gave the defendant to understand that he might have hay to sell at some future time ; that the defendant told Roderick he would call again ; that, accordingly, he did call again and purchased the hay of Henry Baldwin in the absence and without the knowledge of Roderick ; and the defendant insists that this notice to Roderick was notice to the firm or partnership which owned the hay, and was a sufficient disclosure or notice of his [265] agency to save him from personal liability to the firm or partnership of which Roderick was a member. The plaintiffs, admitting the facts rejoined by the defendant, say they are insufficient in law to constitute such a disclosure or notice as would save the defendant from personal liability to the firm or partnership. This issue of law upon the sufficiency of the disclosure of the defendant’s agency, is the only question which the case presents for decision. It is to be observed that the information to Roderick was no part of a negotiation for the hay. It was merely part of a conversation some time previous to any negotiation and in which Roderick declined to open a negotiation, but gave the defendant to understand that at some future time he might be prepared to contract his hay. The defendant’s remark, that he would call again, indicated that a trade or bargain might be made when he should call; not that one was commenced already. Roderick did not intimate that he would trust Keach, and the defendant did not intimate that Reach would desire credit. This case is to be distinguished from one in which the transaction is commenced with a partner to whom the agency is disclosed and completed with another partner to whom it is not disclosed. The information to Roderick being unconnected with any negotiation or obligation must be treated, precisely as the same information would be if obtained incidentally from a stranger instead of the defendant. The case, therefore, limits itself to the inquiry whether mere knowledge of the defendants agency by one partner, who does not make the trade or know of it, is, constructively, knowledge by the firm. If it is, it must be upon the ground that it was the duty of the partner who had the knowledge to communicate it to the firm, or that it is to be presumed that in the ordinary course of business he did communicate it. Such a duty or presumption cannot exist unless some business has been done or commenced with him or by him as representing the firm. Such are the eases of commercial law which have been relied on by the defendant, in which a notice of dishonor or protest served upon one partner or even a clerk as representing the firm, have been held well served. This was not such a case. No rule of law or business required Roderick to communicate to the firm that a man with whom he had opened or agreed to [266] open no business, had told him he was an agent of Keach. Roderick might well presume that the defendant would inform the other partners of his agency in case he should call and open negotiation with them in his absence. • The duty is upon the agent if he would avoid personal liability to disclose his agency, not upon others to discover it, and if he fails so to do, and deals with persons unaware of his agency, he must answer personally for the debts he contracts. The judgment for the plaintiffs is affirmed.