Branham v. FRANK FULLMER AND FULLMER STOCKYARDS, INC.

Michigan Court of Appeals

Branham v. FRANK FULLMER AND FULLMER STOCKYARDS, INC.

181 N.W.2d 36, 25 Mich. App. 100, 1970 Mich. App. LEXIS 1518

CourtMichigan Court of Appeals

DecidedJune 29, 1970

DocketDocket 5,512

StatusPublished

This text of 181 N.W.2d 36 (Branham v. FRANK FULLMER AND FULLMER STOCKYARDS, INC.) is published on Counsel Stack Legal Research, covering Michigan Court of Appeals primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Branham v. FRANK FULLMER AND FULLMER STOCKYARDS, INC., 181 N.W.2d 36, 25 Mich. App. 100, 1970 Mich. App. LEXIS 1518 (Mich. Ct. App. 1970).

Pincite

Opinion

Per Curiam.

An agent of the plaintiffs herein delivered some cattle to the defendants, who then sold the cattle and received the proceeds from the sale. There was, at the time of the sale, a promissory note dne and owing by the agent to the defendants, independent of this transaction. The defendants deducted the amount owed on the promissory note from the proceeds of the unrelated cattle sale; plaintiffs bring this action to recover the monies deducted. The trial court, sitting as the finder of fact, held that the defendants were not entitled to the setoff claimed and from this, defendants appeal.

On appeal, defendants argue that, inasmuch as there was an undisclosed principal, they were entitled to the setoff. The law in this matter is succinctly stated in 3 Am Jur 2d, Agency, § 327, pp 684, 685.

“The failure of an agent to disclose his principal to the party with whom he makes a contract does not entitle such party, when sued on the contract by the principal, to avail himself of a defense or set-off which would have been good as against the agent individually, where he knew of the existence of the agency, or was put on inquiry in respect thereof, and with reasonable diligence might have learned of it. Even though the agent acts in his own name, if the third person had any reason to believe that he was dealing with one who was representing some *102 one else, lie cannot successfully set up such defense or setoff, even though he might not know the identity of the principal”;

and

“It is generally held that notice need not extend to the identity of the principal, but it is sufficient if it merely discloses the fact that the agent is acting in a transaction for some third party.” 53 ALE 414, 448. ;

The financial condition of a party (herein the agent) can constitute sufficient reason to put a party on notice as to the existence of an agency relationship, as in the instant case.

“Knowledge that the person with whom one is dealing is insolvent, or in failing circumstances, or financially incapable of entering into and carrying out a proposed contract, has been held to require inquiry as to the existence and rights of an undisclosed principal.” 53 ALE 414, 455.

The trial judge had ample basis for his findings, and such findings will not be set aside unless clearly erroneous. GCE1963,517.

Affirmed. Costs to plaintiffs.

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Per Curiam.

An agent of the plaintiffs herein delivered some cattle to the defendants, who then sold the cattle and received the proceeds from the sale. There was, at the time of the sale, a promissory note dne and owing by the agent to the defendants, independent of this transaction. The defendants deducted the amount owed on the promissory note from the proceeds of the unrelated cattle sale; plaintiffs bring this action to recover the monies deducted. The trial court, sitting as the finder of fact, held that the defendants were not entitled to the setoff claimed and from this, defendants appeal.

On appeal, defendants argue that, inasmuch as there was an undisclosed principal, they were entitled to the setoff. The law in this matter is succinctly stated in 3 Am Jur 2d, Agency, § 327, pp 684, 685.

“The failure of an agent to disclose his principal to the party with whom he makes a contract does not entitle such party, when sued on the contract by the principal, to avail himself of a defense or set-off which would have been good as against the agent individually, where he knew of the existence of the agency, or was put on inquiry in respect thereof, and with reasonable diligence might have learned of it. Even though the agent acts in his own name, if the third person had any reason to believe that he was dealing with one who was representing some *102 one else, lie cannot successfully set up such defense or setoff, even though he might not know the identity of the principal”;

and

“It is generally held that notice need not extend to the identity of the principal, but it is sufficient if it merely discloses the fact that the agent is acting in a transaction for some third party.” 53 ALE 414, 448. ;

The financial condition of a party (herein the agent) can constitute sufficient reason to put a party on notice as to the existence of an agency relationship, as in the instant case.

“Knowledge that the person with whom one is dealing is insolvent, or in failing circumstances, or financially incapable of entering into and carrying out a proposed contract, has been held to require inquiry as to the existence and rights of an undisclosed principal.” 53 ALE 414, 455.

The trial judge had ample basis for his findings, and such findings will not be set aside unless clearly erroneous. GCE1963,517.

Affirmed. Costs to plaintiffs.

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Bluebook (online)

181 N.W.2d 36, 25 Mich. App. 100, 1970 Mich. App. LEXIS 1518, Counsel Stack Legal Research, https://law.counselstack.com/opinion/branham-v-frank-fullmer-and-fullmer-stockyards-inc-michctapp-1970.