POST
v.
PEARSON
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Whitney, as superintendent of the Keets Mining Company, signed a contract for the delivery and milling of ore, and the Supreme Court held that the contract bound the company and its partner Post despite being signed by an individual agent, because the instrument's language, subject matter, and description of Whitney's role clearly showed an intent to bind the principal company rather than Whitney personally. The Court affirmed that under Dakota's civil code, an agent's instrument binds the principal when such intent is plainly inferable from the document itself, regardless of whether it bore a seal.
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Mr. Justice Gray delivered the opinion of the court. After* reciting the facts as above set forth, he said :
It is unnecessary to consider whether, if this were to be treated as a contract .under seal, it could be held to be upon its. face the contract of the - Keets Mining Company, and not of Whitney only, or whether the oral testimony would have been admissible to charge Post; because,.by the Civil Code of Dakota, “ all distinctions between sealed and unsealed instruments are abolished,” and “ any instrument within the scope of his authority, by which an agent intends to bind his principal, does bind him, if such intent is plainly inferable from the instrument itself.” Civil Code of Dakota of 1877, §§ 925, 1373.
By the subject-matter of this contract, which is the delivery and-milling of ore from the Keets Mine; by the description of Whitney, both in the body of the contract and in the signature, as superintendent of the Keets Mining Company ; and by the use of the words “ parties of the first part,” which are applicable to a company and not to a single individual — the contract made by the hand of Whitney clearly appears upon its face to have been intended to bind, and therefore did bind, the company; and, upon proof that Post was a partner in the company, bound him. Whitney v. Wyman, 101 U. S. 392; Hitchcock v. Buchanan, 105 U. S. 416; Goodenough v. Thayer, 132 Mass. 152.
The order sustaining Post’s demurrer to the original complaint gave the plaintiff leave to amend, and did not preclude the plaintiff from renewing, nor the court from entertaining, the same question of law upon a fuller development of the facts at the trial on the amended complaint. Calder v. Haynes, 7 Allen, 387.
Judgment affirmed.
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U. S. Shipping Bd. Merch. Fleet Corp. v. Harwood in Bankruptcy, 281 U.S. 519 (U.S. 1930)…idgewood Trust Co., 81 N. J. L. 86; Jones v. Gould, 200 N. Y. 18. See Worthington v. Cowles, 112 Mass. 30; Kean v. Davis, 20 N. J. L. 425; Cream City Glass Co. v. Friedlander, 84 Wis. 53. Compare Whitney v. Wyman, 101 U. S. 392; Post v. Pearson, 108 U. S. 418. The only-question now presented is whether the quasi-public character of the Meet Corporation and the duties imposed upon it as an agency of the United States by Acts of Congress and Executive Orders, described and considered in earlier opinions of…
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Woodard v. Outland, 37 F.2d 87 (8th Cir. 1929)…. 792, 793; 2 Freeman on Judg. (5th Ed.) § 717; Aurora City v. West, 7 Wall. 82, 93, 19 L. Ed. 42; Merriam v. Saalfield, 241 U. S. 22, 28, 36 S. Ct. 477, 60 L. Ed. 868; Swift v. McPherson, 232 U. S. 51, 34 S. Ct. 239, 58 L. Ed. 499; Post v. Pearson, 108 U. S. 418, 2 S. Ct. 799, 27 L. Ed. 774; McKinnon v. Johnson, 57 Fla. 120, 48 So. 910. It is true that a judgment on a demurrer, as well as a judgment on proof, can be pleaded' as res adjudicata, if the judgment is on the merits, and also is final, i. e. if t…1 / 2
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Gutelius v. Stanbon (D. Mass. 1929)…held, in the federal courts at least, that an instrument bearing on its face all the signs of being the contract of the principal could not be held to bind the agent personally. Hitchcock v. Buchanan, 105 U. S. 416, 26 L. Ed. 1078; Post v. Pearson, 108 U. S. 418, 2 S. Ct. 799, 27 L. Ed. 774; Falk v. Moebs, 127 U. S. 597, 8 S. Ct. 1319, 32 L. Ed. 266. In the case at bar, the defendants added to their signatures words indicating that they signed in their representative capacity for and on behalf of a princip…
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Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Whitney v. Wyman, 101 U.S. 392 (U.S. 1879)
- Duvall v. Craig et. al., 2 Wheat. 45 (U.S. 1817)
- Hitchcock v. Buchanan, 105 U.S. 416 (U.S. 1881)