John Schroeder Lumber Co. v. Stearns

Siebeckee, J. Appellants urge that the court erred in directing and awarding judgment in plaintiff’s favor for a recovery on the contract, for the reason that the evidence shows that plaintiff had failed to fulfill its conditions. This claim involves the inquiry: Was there a delivery of the lath by plaintiff and an acceptance by defendants ? The solution of this question depends upon the legal relationship existing between defendants and Wooding, who was instructed to purchase the lath. The letter of August 7th by Wooding to defendants con [507] veyed tbe information tbat tbe Schroeder Lumber Company bad a large quantity of No. 1 white pine lath, which be could buy for defendants at a stated price free on board cars at Ash-land, and inquired whether they wanted them. Defendants’ reply on August 11th instructed Wooding to ship them a specified quantity, and gave him this direction: “Now Wooding, if these lath are not strictly No. 1, do not send them.” On the following day Wooding made a purchase of about the quantity described in their letter of the previous day. Plaintiff' immediately commenced loading lath from their stock at Ash-land, and they claim it was of the kind and quality described in the contract. Mr. Wooding was informed of their intention to ship them to defendants under the purchase he had made for them. That Wooding was the agent of defendants-in making this purchase can hardly bo questioned. The correspondence between them and Wooding clearly shows that he was engaged to represent them in making the purchase of the lath. Under this arrangement, defendants clearly confided to Wooding the management of this business to be transacted for them. It is, however, zealously argued that if the relation of principal and agent existed, it was a special one, which gave the-agent no authority to accept the lath as loaded and shipped by plaintiff. Whether this agency be a general or a special one is, however^ of no decisive importance in this case, for the purpose of the commission is clearly and fully shown when he was authorized to represent defendants in the transaction. Under the circumstances, it must be presumed that the agent possessed all powers commensurate with his undertaking, and “which are usually and properly exercised by agents under like circumstances.” It is evident that Wooding had authority to represent his principals in this transaction, and that he was commissioned with all the powers usually and necessarily exercised by agents under like circumstances'. Viewing the situation in this light, what was the effect of [508] Wooding’s conduct as such, agent in receiving and accepting the lath shipped under the contract? As above stated, the contract of agency involved the positive instruction not to ship these lath if they were not strictly of the kind and quality specified in their letter, and which was made a condition of the contract of sale. This seems to us to expressly authorize the agent to pass upon the kind and quality of the material. If so, then plaintiff had a right to rely on Wooding’s acceptance, and defendants were bound by his acts. That Wooding’s acts and conduct in this respect amount to an acceptance is obvious from the facts. He inspected the lath before purchase, and was satisfied that they were of the kind and quality which defendants had instructed him to purchase, and, after receiving further information upon the subject from his representative, who attended to loading them into the cars, he issued his certificate, approving and accepting the shipment as being in compliance with the contract. His acts and conduct, under the circumstances, must be given the same effect as if defendants had personally acted in his place. Had defendants been present at Ashland, and had they done what Wooding did for them, we think there could be no question but that they would be held to have accepted the shipment. McKinnon v. Vollmar, 75 Wis. 82, 43 N. W. 800; Matteson v. Rice, 116 Wis. 328, 92 N. W. 1109; Willard v. Buckingham, 36 Conn. 395; York Co. Bank v. Stein, 24 Md. 447; Mechem, Agency, §§ 278-281. These conclusions upon the case render other questions presented on this appeal immaterial, and any discussion of 'them unnecessary. By the Court. — Judgment affirmed.