Farrington & Post v. Hayes & Brainerd

The opinion of the court was delivered by ROSS, Ch. J. The plaintiffs were employed by George A. Ballard, Esq., an attorney for the defendants, by authority communicated by telegram reading, “Employ Farrington & Post. Letter will follow.” This telegram was shown the plaintiffs. Although the authority of the defendants’ agent to make the employment was special, the plaintiffs had no occasion to inquire-into the terms giving the authority. They had the telegram. The authority was to be gathered from that, in the light of surrounding circumstances. The plaintiffs knew that Ballard was the attorney of the defendants. It does not appear whether they knew he had written defendant Hayes on the subject of their employment. The telegram gave him power to employ the plaintiffs-unconditionally. It was addressed to Ballard, presumably that he might make the employment before he could be communicated with by letter. The letter referred to in the telegram, presumably, was to be addressed to Ballard. Whether it would relate to what he was desired to do, or what the plain [156] tiffs were desired to do, in preparing the suit which was soon coming on for trial, or to the employment of the plaintiff, or to some other matter about the suit, was wholly left to conjecture. The plaintiffs might as well conjecture the one as the other. It would be inconsistent with the terms of the telegram to suppose that the letter, if it related to the employment, imposed any conditions upon the authority thereby given without condition. No reasonably prudent business man would be led to think that it either contradicted or limited the unlimited authority of the telegram. Hence the plaintiffs were not put upon inquiry in regard to the contents of the letter in respect of the authority which Ballard had to make a general employment, such as he did make. A special or unlimited employment might not be accepted by the plaintiffs, and the peremptory terms of the telegram to employ the plaintiffs could not be complied with on such authority. There is no contention in regard to the rule of law applicable. The written authority is to be construed in the light of existing circumstances known to the plaintiffs. Unless, when thus construed, there was something calculated to put a reasonably prudent business man upon his guard in respect to the authority of the agent, it was not the duty of the plaintiffs to inquire how far the agent’s acts were in pursuance with the principal’s authority. Hurley v. Watson, 68 Mich. 531. The plaintiffs, not béing put upon their guard in this respect, were not bound to inquire of the agent later whether he had received the letter, or what its contents were, so far as it might relate to their employment being conditional or unconditional. This renders the findings, desired by defendants’ third request, immaterial, and the court properly overruled the exception thereon. II. The trial of the will case in which the plaintiffs were employed took place at the April term of the county court. The exceptions were settled as of that term, but the date, when it was agreed between the defendant Hayes and the [157] counsel that plaintiff Farrington should attend to settling the exceptions, is not given. It is not shown that the excluded letter of Noble was written contemporaneously with, as a part and explanatory of that agreement. It was not therefore admissible as res gestae of that agreement. So far as shown by the exceptions it was the rehearsal by Noble of his understanding of that agreement long after it was made. Hence it was no more than his statement unattested by oath without opportunity to cross-examine, made long after the transaction, and not admissible in evidence for any purpose. No other exceptions are now insisted upon. Judgment affirmed.