Anderson v. Coonley — 21 Wend. 279

Majority

p. 279

Anderson vs. Coonley.

Headnote

A general agent entrusted by his principal with power to make and enter into contracts for the purchase of grain, has power to modify or waive a contract made by him in respect to such grain.

The authority of an agent being limited to a particular business, does not make it special; it may be as general in regard to that, as if its range was unlimited.

Error from the Onondaga common pleas. Coonley sued Anderson in the court below, for the non-delivery of a quantity of barley, agreed to be sold at a certain price. On the trial of the cause, it appeared that the contract for the sale and purchase of the barley was made between Anderson and one W. S. Worthington, who was the agent of Coonley, to contract for the purchase of barley; and that the barley was not delivered pursuant to the contract. The defendant offered to prove that soon after the contract was made, Worthington sent word to him that he did not want his barley, as it had been injured : which evidence was objected to by the plaintiff, on the ground that it had not been shown that Worthington had authority to discharge the contract : which objection was sustained by the court, and the defendant excepted. The plaintiff obtained a verdict and entered judgment thereon. The defendant sued out a writ of error.

F. G. Jewett, for plaintiff in error.

L. B. Raymond,

for the defendant in error, cited Paley on Agency, 164; 1 Livermore on Agency, 107,8; 1 Bailey’s S. C. R. 648.

By the Court,

Í think the common pleas erred. A general agent is bound to exercise a sound discretion in the business in which he is engaged, and he possesses all the necessary implied powers within the scope of his authority for this purpose. An authority to settle accounts, implies a power to allow credits; to sell a horse, to make a sale in the usual way. The agent stands in the

p. 280

place of his principal, in respect to the particular business, and should conduct it as a.prudent and discreet man would manage his own affairs. The doctrine in respect to a special agent is different: as a general rule, it may be said he is confined to his instructions; but the authority of the agent being limited to a particular business does not make it special; it may be as general in regard to that, as if the range of it was unlimited. .

1 It appears to me that the .general authority to Worthing-; ton to contract for barley, reasonably implied power to modify or cancel the contracts which, might be made by him. This power is essential to enable the agent to protect the interests of his principal; otherwise,-he is altogether disabled from getting rid of an improvident engagement, and is circumscribed in the exercise of his discretion when it might be most essential in the course of the execution of his poweis, I venture to say such is the general understanding of principals and of the business community. It cannot be an unauthorized stretch of power to modify contracts which a party is generally authorized to enter into for another : and if he may do this, he may upon the same principle waive them altogether. • There can be no danger to the-principal in this latitude of construction of -the powers of the agent ;■ for if he be willing to trust the agent with power to bind him in the making of a contract, he surely cannot object that he should have the power to absolve him from contracts made. If this view be correct, the court below erred in rejecting the ' evidence offered ; for had it been received, a waiver of performance would have been shown which would have been an answer to the action. Judgment must be reversed, and a venire de nova be issued from" the court below ; costs to abide event.