Clark v. Lillie

The opinion of the court was delivered by Steele, <J. The question is to whom should the plaintiff look for his pay for the services he has rendered in selling the defendant’s safes? The defendant has already paid one Sadler for these services and by the arrangement between the defendant and Sadler, Sadler was to pay all commissions to local agents, like the plaintiff, appointed by him. The plaintiff was not made aware, when he was employed, of this arrangement, and though he was employed by the traveling agent, Sadler, he in fact understood he was made the local agent of the defendant, and was to look to him for pay because nothing was said to him “designed or calculated to give him to suppose” he might look to any one else. It was the defendant’s goods and not Sadler’s he was employed to sell, and he naturally supposed it was the defendant and not Sadler who was to pay him for selling them. Sadler had, however, no actual authority to bind the defendant by a promise to pay local agents a commission. He had authority to make sales himself, and if he procured others to aid him,- he, as between himself [410] and the defendant, was hound to see them paid out of the commission allowed him. If the case stopped here the defendant would not he liable. But the plaintiff communicated to the defendant truthfully and fully the details of the bargain the traveling agent had made with him to allow him ten per cent, commission on all sales in Brattleboro, and indicated to the defendant that he had some doubt of this agent’s authority to make such contracts. The defendant had no reason to suppose that the plaintiff questioned Sadler’s authority to bind himself, or desired information on that point from the defendant. That authority Sadler would probably have without permission from the defendant. The defendant ought to have understood from the very fact that the plaintiff was writing Aim, that the plaintiff’s doubt was whether Sadler had authority to bind Aim. The defendant in reply to this communication wrote the plaintiff that Sadler was authorized to make “about such a trade,” as he had, and that he would abide by it. The plaintiff could hardly be expected to understand that the defendant merely meant to say he would abide by a trade in which Sadler undertook to bind himself, nor could he reasonably expect the plaintiff to understand that the defendant was agreeing to abide by only a part of the trade when he made no such qualification to his promise. It may be said that he did qualify Sadler’s bargain as to the time to be given purchasers but this was only calculated to assure the plaintiff that in other respects he was satisfied with the arrangement, and this assurance was confirmed by the defendant’s providing in the same letter for the payment to the plaintiff of the commissions due him for sales already made. In providing for this payment he gives the defendant no intimation that he is acting at the request of Sadler, but pays the debt precisely as if he owed it himself. This letter was a complete ratification of the contract Sadler had made, and a promise upon valid consideration to the plaintiff by the defendant that he would pay the plaintiff the ten per cent, commission on the sales in Brattleboro. The auditor finds that the defendant in good faith supposed the plaintiff was to look to the traveling agent for his pay and did not understand that the plaintiff' was ignorant of the private arrangement between him and Sadler by which Sadler was to pay the local agents. [411] The auditor finds that the plaintiff in equally good faith supposed he was to look to the defendant, and it appears that he did not know and had no opportunity to know that he had any right to look to any one else. 1 The question really reduces itself to this whether the •defendant’s liability to the plaintiff is to be governed by what was said between them, or by an arrangement between Sadler and the defendant of which they both neglected to inform the plaintiff and for which neglect the plaintiff was not responsible. The defendant may have supposed that Sadler, informed the plaintiff of this arrangement, but the plaintiff was not at fault for his so thinking. On the contrary the plaintiff informed the defendant of the ■contract with Sadler, and no such qualification being mentioned in the plaintiff’s letter the defendant had reason to understand that it had not been made a part of the contract. The law will presume that the defendant meant what his language by its terms and under the circumstances in which it was used would fairly be understood to mean, and this presumption is a matter of law and not to be rebutted by proof that he intended something more or different which he made no attempt to express and which the plaintiff neither understood nor had reason to understand. The judgment of the county court is affirmed.