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Alexander & Edgar Lumber Company v. McGeehan
MaRShall, T. It may be, as counsel for appellant contends, that tbe learned circuit court directed tbe verdict upon tbe theory that if one person acting as agent contracts with another, without expressly declaring bis agency and tbe name of bis principal, be will bind himself regardless of whether that other has such knowledge of tbe facts respecting tbe matter that a man of ordinary intelligence, acting with reasonable prudence under tbe circumstances, might know tbe real status of such person in tbe transaction and bis intention.
Tbe way tbe rule is commonly stated in tbe books one might, looking thereto only, get that idea.
In West v. Wells, 54 Wis. 525, 11 N. W. 677, speaking of tbe facts of that case, where there was no claim that tbe necessary disclosures were made expressly or circumstantially, or that the facts were otherwise known to tbe person contracting with tbe agent, and there were no circumstances otherwise varying the rule, it was said that tbe sole question, as to whether tbe agent was personally liable or not, was, Did be disclose bis principal ?
Tbe rule is often stated unqualifiedly thus: If in a simple contract made by an agent tbe agent does not disclose bis agency and name bis principal, be will render himself liable. Royce v. Allen, 28 Vt. 234. That is a correct statement, but like most general rules it is not entirely without exceptions.
Tbe general 327 statement should not be construed as requiring tbe agent under all circumstances to expressly declare bis agency and tbe name of bis principal, — to do so regardless of whether tbe person dealing with him knows tbe facts, or is chargeable with knowledge thereof from circumstances brought to bis attention.
"Where one deals with tbe agent of a known principal in tbe regular course of conducting tbe principal’s business by such agent, tbe presumption, in tbe absence of any evidence to tbe contrary, is that tbe credit is extended to tbe former. Mechem, Agency, § 558; Ferris v. Kilmer, 48 N. Y. 300; Meeker v. Claghorn, 44 N. Y. 349; Wright v. Cabot, 89 N. Y. 570; Nichols v. Martin, 35 Hun, 168; Argersinger v. Macnaughton, 114 N. Y. 535, 540, 21 N. E. 1022.
However, it is considered that in this case there is no definite evidence that respondent knew tbe facts’ as regards appellant’s status in tbe transaction, or of circumstances charging him with such knowledge when tbe contract was made. Appellant seems to have, on tbe face of things, contracted in bis own name and on bis own responsibility. It is not deemed advisable to recite and discuss tbe evidence. Tbe case is a very simple "one as it seems here.
Tbe trial court would have been justified in directing tbe verdict upon tbe ground that neither tbe agency of tbe appellant nor tbe name of tbe .party be represented was, expressly or circumstantially, disclosed at tbe time tbe contract was made, so as to rebut reasonably tbe indications from bis language and conduct that be was acting for bimself. Such being tbe case, tbe judgment must be affirmed. By the Court. — Judgment affirmed.