Stilwell-Bierce & Smith-Vaile Co. v. Niles Paper-Mill Co.

Agency — Secretary of Corporation — Authority to Purchase Goods — Notice. The fact that goods ordered in the name of a corporation by its secretary are directed to be shipped to a third person is sufficient to put the seller on inquiry as to the officer’s authority.

Error to Van Burén; Buck, J. Assumpsit by the Stilwell-Bierce & Smith-Vaile Company against the Niles Paper-Mill Company for goods sold and delivered. Prom a judgment for defendant, plaintiff brings error. This is a suit brought to recover the price of certain mill machinery, which plaintiff claims to have sold defendant in the year 1893. The defense is non assumpsit. The defendant is a corporation organized under the statutes of this State. Plaintiff is a corporation organized under the laws of Ohio, and doing business in that State. One E. A. Jacks was a director and secretary of the defendant, and had been for some time, and conducted its correspondence. The correspondence for the machinery was carried on in the name of the defendant, and was written upon its printed stationery. The letter ordering the goods stated, “We will take the bevel mortise gear, etc., mentioned in your favor.” The letter then closed thus: “Ship the gear and pinion to the Allegan Paper Company, Allegan, Michigan,” and was signed: “Niles Paper-Mill Company. E. A. Jacks, Sec’y.” The property was shipped as directed, and delivered to the Allegan Paper Company, Allegan, Mich., which was also a corporation organized under the laws of this State. Jacks was interested in, and was a director of, that company. No other officer of the defendant had any knowledge of this transaction, and the defendant received no benefit from it. Jacks had no authority, expressed or implied, to order this machinery for another company. No entry of it was made upon the books of the defendant. It also appears that one Bither, who was a foreman of the defendant, and was also in the employ of the Allegan Paper Company, visited the plaintiff at Dayton, Ohio, and informed it that the Allegan Paper Company wanted a wheel, and selected the one mentioned in plaintiff’s bill of particulars, and informed plaintiff’s agent that such wheel would suit the Allegan Paper Company.