The Court,
Gilpin, Ch. J.,
charged the jury: The statute of limitations had been pleaded in the case and much had been said by the counsel for the defendant in regard to the staleness of the demand and the fact that the suit had not been brought in the State of Pennsylvania, where both of the parties at present reside, instead of in this State. But in reference to such an objection it is only necessary for the court to remark that in a case like this, the plaintiff had a right to bring his suit wherever he might choose to institute it, and could find the defendant and be able to serve him with process in the action, provided it is not barred by statutory limitation, or by presumption of payment arising from lapse of time. From the evidence it appeared that the defendant left this country for France early in the spring of 1850 and was abroad and beyond the seas until the latter/part of the year of 1857, or the beginning of 1858, when he returned to the country for the first time after his departure from it, and afterward came into this State, where legal process in this action was sued out on the 6th of September, 1859, and served upon him. It also appeared from the evidence that the contract was made in the month of May, 1850, by J. 0. Montalant, professing to act as the agent of the defendant and by his authority for that purpose, and that the work was performed pursuant to the contract in a short time after that by the defendant. Under these circumstances it is the province of the court to say to the jury that the demand of the plaintiff is not barred by the
statute of limitations in this State; and if there had been no other defence set up by the defendant, it would not be necessary for the court to say anything further to them in relation to the case.
But the agency and authority of Montalant to make this contract and to order this work to be done for and on account of de Villeroi, the defendant, is denied and repudiated by the latter, and the court has been requested by both sides in the argument, to instruct you in regard to the question and as to the principles of law on this point in regard to the subject or matter of agency.
There is no special character or description of written instrument, nor any particular form of words, necessary to the appointment of an agent. The modes of appointment are various, and the agency may be created either by express words, or acts, of the principal, or it may be implied or inferred from the circumstances and conduct of the parties. The authority conferred may be either general or special; and the fact of agency, of either description, may be established, either by direct or indirect evidence. It may be shown directly, by express words of appointment, either spoken or written. Or, it may be implied or inferred, or indirectly shown, by evidence of the relative situation of the parties, the nature of the business which is the subject of controversy, and the character of the intercourse between them, provided the facts and circumstance disclosed by the evidence, fairly justify such an inference. The acts and doings of the party sought to be charged as principal, in relation to the subject matter, may be, and often are, quite as expressive and significative as words spoken.
It is in evidence before the jury, and does not appear to be disputed, that the defendant, prior to the year 1850, that is in February, 1849, became the owner by purchase of a large tract of land in Clinton County, Pennsylvania, upon which he contemplated erecting certain Mills, and other improvements. These facts are proved by the testimony of William Cuppinger, and the letter of the
defendant addressed to the plaintiff under date of February 17, 1850. The defendant is a Frenchman,—and was, at the time of those transactions, but slightly, if at all, acquainted with the English language. His ignorance of the language, made it necessary that he should avail himself of the services of some one in his business intercourse with others. He stopped or staid with Mr. Montalant, in Philadelphia, in 1848-49 and the winter of 1849 and 1850. Mr. Montalant made all his appointments with Mr. Cresson—always accompanied him, enjoyed his confidence, was his interpreter through whom he spoke and carried on his business arrangements and wrote business letters for him to Mr. Cresson which were acted on by the parties. a
Mr. Montalant acted on behalf of the defendant in endeavoring to obtain from Mr. Cresson an extension of the time for the payment of the installments due, or becoming due under the mortgage on the lands in Clinton County. Mr. Montalant accompanied the defendant to these lands in June, 1849. They staid with Mr. Herman Butler, the person in charge of the land. Mr. Butler received his orders as to what was to be done in getting out timber for the contemplated improvements from Mr. Montalant in the presence of the defendant, and by his directions, as Butler supposed from their manner and conversation. Montalant appeared to proceed altogether according to defendants directions, and he appeared to act for the defendant as his agent.
After the defendant left Clinton County, Montalant continued to reside on the lands for five or six months, up to the month of January, 1850, when he returned to Philadelphia, and during all this time, he had the entire charge of the work and improvements then going on, and gave all the orders, and paid all the bills for them.
Such, substantially, is our recollection of the testimony of Mr. Butler, but if we have misstated any fact, you will correct it, or if I have omitted any material fact you will supply it.
It is upon this testimony of Wm. Cuppinger and Herman Butler, disclosing the relations in which the defendant and Mr. Montalant stood to each other, taken in connection with the letter of the defendant to the plaintiff, that you are called upon to determine the question,— whether or not Mr. Montalant was the agent of the defendant, Brutus de Yilleroi, with authority to make or cause certain mill improvements and machinery to be made and erected, on the lands in Clinton County, of which the defendant was then the owner. This is a question of fact for your consideration, and it is the most material and important question which is devolved on you for your determination.
If, after carefully examining and considering the evidence which you have heard, and applying the rules of law which have just been stated, in respect to inferential or implied agency, you shall be of the opinion that Mr. Montalant was such an agent for the defendant, and for the purpose mentioned, then, if such he your opinion, it becomes our duty to say to you that the letters addressed by Mr. Montalant to the plaintiff, are properly evidence in this case, and are as binding on the defendant, as if they had been written by himself. For it is the well settled doctrine of the law, founded in good sense and sound justice, and indeed, absolutely indispensable for the exigencies of business affairs, that the principal is hound by all the acts, contracts, orders and proceedings of his agent done, made, given, or undertaken in good faith and in due execution of the authority conferred upon him for the purpose.
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The Court,
Gilpin, Ch. J.,
charged the jury: The statute of limitations had been pleaded in the case and much had been said by the counsel for the defendant in regard to the staleness of the demand and the fact that the suit had not been brought in the State of Pennsylvania, where both of the parties at present reside, instead of in this State. But in reference to such an objection it is only necessary for the court to remark that in a case like this, the plaintiff had a right to bring his suit wherever he might choose to institute it, and could find the defendant and be able to serve him with process in the action, provided it is not barred by statutory limitation, or by presumption of payment arising from lapse of time. From the evidence it appeared that the defendant left this country for France early in the spring of 1850 and was abroad and beyond the seas until the latter/part of the year of 1857, or the beginning of 1858, when he returned to the country for the first time after his departure from it, and afterward came into this State, where legal process in this action was sued out on the 6th of September, 1859, and served upon him. It also appeared from the evidence that the contract was made in the month of May, 1850, by J. 0. Montalant, professing to act as the agent of the defendant and by his authority for that purpose, and that the work was performed pursuant to the contract in a short time after that by the defendant. Under these circumstances it is the province of the court to say to the jury that the demand of the plaintiff is not barred by the
statute of limitations in this State; and if there had been no other defence set up by the defendant, it would not be necessary for the court to say anything further to them in relation to the case.
But the agency and authority of Montalant to make this contract and to order this work to be done for and on account of de Villeroi, the defendant, is denied and repudiated by the latter, and the court has been requested by both sides in the argument, to instruct you in regard to the question and as to the principles of law on this point in regard to the subject or matter of agency.
There is no special character or description of written instrument, nor any particular form of words, necessary to the appointment of an agent. The modes of appointment are various, and the agency may be created either by express words, or acts, of the principal, or it may be implied or inferred from the circumstances and conduct of the parties. The authority conferred may be either general or special; and the fact of agency, of either description, may be established, either by direct or indirect evidence. It may be shown directly, by express words of appointment, either spoken or written. Or, it may be implied or inferred, or indirectly shown, by evidence of the relative situation of the parties, the nature of the business which is the subject of controversy, and the character of the intercourse between them, provided the facts and circumstance disclosed by the evidence, fairly justify such an inference. The acts and doings of the party sought to be charged as principal, in relation to the subject matter, may be, and often are, quite as expressive and significative as words spoken.
It is in evidence before the jury, and does not appear to be disputed, that the defendant, prior to the year 1850, that is in February, 1849, became the owner by purchase of a large tract of land in Clinton County, Pennsylvania, upon which he contemplated erecting certain Mills, and other improvements. These facts are proved by the testimony of William Cuppinger, and the letter of the
defendant addressed to the plaintiff under date of February 17, 1850. The defendant is a Frenchman,—and was, at the time of those transactions, but slightly, if at all, acquainted with the English language. His ignorance of the language, made it necessary that he should avail himself of the services of some one in his business intercourse with others. He stopped or staid with Mr. Montalant, in Philadelphia, in 1848-49 and the winter of 1849 and 1850. Mr. Montalant made all his appointments with Mr. Cresson—always accompanied him, enjoyed his confidence, was his interpreter through whom he spoke and carried on his business arrangements and wrote business letters for him to Mr. Cresson which were acted on by the parties. a
Mr. Montalant acted on behalf of the defendant in endeavoring to obtain from Mr. Cresson an extension of the time for the payment of the installments due, or becoming due under the mortgage on the lands in Clinton County. Mr. Montalant accompanied the defendant to these lands in June, 1849. They staid with Mr. Herman Butler, the person in charge of the land. Mr. Butler received his orders as to what was to be done in getting out timber for the contemplated improvements from Mr. Montalant in the presence of the defendant, and by his directions, as Butler supposed from their manner and conversation. Montalant appeared to proceed altogether according to defendants directions, and he appeared to act for the defendant as his agent.
After the defendant left Clinton County, Montalant continued to reside on the lands for five or six months, up to the month of January, 1850, when he returned to Philadelphia, and during all this time, he had the entire charge of the work and improvements then going on, and gave all the orders, and paid all the bills for them.
Such, substantially, is our recollection of the testimony of Mr. Butler, but if we have misstated any fact, you will correct it, or if I have omitted any material fact you will supply it.
It is upon this testimony of Wm. Cuppinger and Herman Butler, disclosing the relations in which the defendant and Mr. Montalant stood to each other, taken in connection with the letter of the defendant to the plaintiff, that you are called upon to determine the question,— whether or not Mr. Montalant was the agent of the defendant, Brutus de Yilleroi, with authority to make or cause certain mill improvements and machinery to be made and erected, on the lands in Clinton County, of which the defendant was then the owner. This is a question of fact for your consideration, and it is the most material and important question which is devolved on you for your determination.
If, after carefully examining and considering the evidence which you have heard, and applying the rules of law which have just been stated, in respect to inferential or implied agency, you shall be of the opinion that Mr. Montalant was such an agent for the defendant, and for the purpose mentioned, then, if such he your opinion, it becomes our duty to say to you that the letters addressed by Mr. Montalant to the plaintiff, are properly evidence in this case, and are as binding on the defendant, as if they had been written by himself. For it is the well settled doctrine of the law, founded in good sense and sound justice, and indeed, absolutely indispensable for the exigencies of business affairs, that the principal is hound by all the acts, contracts, orders and proceedings of his agent done, made, given, or undertaken in good faith and in due execution of the authority conferred upon him for the purpose.
Wherever one person appoints another his agent, to represent him in any business transaction, then whatever the agent does within the scope of his authority, or in the lawful prosecution of that business, becomes in law the act of the principal whom he represents. And, that wherever the acts of the agent will bind the principal, there, the representations, orders, declarations, admissions and statements of the agent in respect to the same sub
ject matter or business, will also bind the principal, if made at the time of the transaction.
These representations, orders, declarations, admissions, or statements are received and considered as original evidence, as verbal acts or facts constituting part of the transaction itself and not as hearsay; and therefore, it is not necessary as has been contended for, to call the agent himself to prove them, but they may be proved by any other competent testimony or witness.
But it is insisted by the counsel for the defendant that the fact of agency has not been proved in this case, neither expressly nor by implication or inference. If it has not, then certainly, the plaintiff’s case has failed, and your -verdict should be for the defendant. But if, on the other hand, the existence of the agency has been shown to the satisfaction of the jury, either expressly, or by implication or fair inference, then we say, the plaintiff is entitled to recover for whatever was done, supplied or expended under the directions of the agent and within the scope of his authority.
But, although it is perfectly true as a general rule, as stated by the counsel for the defendant, that the agent must not exceed the general scope of his authority; yet, it is equally true, that the extent, or scope of the authority conferred on the agent, depends upon the nature and character of the business to be done or transacted, and it is, (unless a contrary intention manifestly appears,) always construed to include all the necessary means of executing it with effect. And not only are the means necessary and proper for the accomplishment of the end proposed included in the authority, but also all the various means and methods, which are justified, or allowed, in that .particular trade or business. The scope of the authority must be measured by the nature, requirements, and necessities, of the thing to be done and accomplished.
The agency may be either general, or special and limited. " A general agent, is, 1st, a person authorized by his principle to transact all his business of a particular kind, or, he
is a person who being engaged in a certain trade or business, and is employed by his principal to do certain acts or things for him in the course of that trade or business. In both of these cases the agent will, if there be no limitation of his authority known to these parties, be taken as to them, to be a general agent, and will therefore have the power to bind bis principal by all contracts entered into with such third parties, which are within the scope of his ordinary employment.
The duty, therefore, of determining the extent to which the principal has accredited his agent, is devolved on the jury; and if they are satisfied, that the principal by his conduct, words, or acts warranted the agent to hold himself out to the world as possessing certain authority in that respect, he, the principal, will be bound by the exercise of that authority, whether the agent really possessed it or not.
The plaintiff had a verdict.
Booth, for plaintiff.
Patterson
and
Whiiely,
for defendant.