International Harvester Co. of America v. Merrimac Veneer Co.

81 So. 277, 120 Miss. 550

Opinion

SteveNS, J.,

delivered the opinion of the court.

This controversy-developed from an order given by ap-pellee for a certain truck manufactured by the International Harvester Company, the appellant, and attempted to be sold to the appellee company by Yaughn & Teague, agents for and dealers in this make of trucks in the city of Jackson. Appellee, as plaintiff in the court below, sued appellant and the.firm of Vaughn & Teague jointly. The effort is to recover the sum of two hundred and fifty dollars advanced by appellee as a part of the price of the truck when the-order was given. The declaration demands judgment “of and from the defendants an each of them. ’ ’ As a part of plaintiff’s cause of action it filed with the declaration as Exhibit A'the written order for the truck. The controversy hangs largely .upon tlie true interpretátion of the written order. The order was written on printed stationery of the International Harvester Company nsed for ordering motor trucks. In hold type in the caption of the order sheet are the printed words “Order to Company for Motor Trucks” These words were changed hv striking out the word “Company” so as to make the caption read, “Cruder to Vaughn & Teague, Jackson, Mississippi, for Motor Truck.” The confusion arises from the fact that on the line below the words mentioned, in' small type, is to be found what purports to be the address of the order. “International Harvester Company of America.” On the next line is the printed word “Gentlemen,” followed by the body or main provisions of the order itself. The printed order had blank spaces for the description of the purchases and the specifications of the motor truck, and the order in this case was duly signed by appellee, and, under the undisputed proof, delivered to Vaughn & Teague at their place of business in Jackson. The initial cash payment-of two hundred and fifty dollars was made to Vaughn & Teague. The testimony shows beyond dispute that Vaughn & Teague delivered the truck; one member of this firm going in person to By-ram with the new truck for the purpose of testing it out and demonstrating its use. After certain objections were made to the truck, and appellee declined to accept it, Vaughn & Teague sent for and took back the truck. On the trial of the case Vaughn & Teague filed a plea of the general issue and gave notice of special matters to be offered in defense. Appellant also filed similar pleadings. At the conclusion of the testimony there was a motion by the defendants Vaughn & Teague. The court required the plaintiff to elect as to which of the defendants it would pursue, and plaintiff thereupon took a non-suit against Vaughn & Teague and «proceeded to a final judgment against appellant. Prom this judgment an appeal is prosecuted; the main contention being that there is no liability whatever.

There was much said on the trial of the case upon certain issues as to whether there was a warranty as to the capacity load of the truck and its equipment; as to whether the “ truck came up to description and specifications, and generally as to whether the plaintiffs were justified in declining acceptance and returning the property.

In our judgment we must dispose of this appeal upon the general ground of no liability so far as the rights of appellant company are concerned. As we interpret the pleadings, the written order, and the undisputed testimony, Vaughn & Teague, while in a general way agents for the International Harvester Company trucks in a block of territory surrounding Jackson, nevertheless are. independent dealers in these motor trucks, and as such brought the truck in question out-right from appellant some six months prior to the time it was sold and delivered -to appellee. Vaughn & Teague had a place of business in Jackson, offered the truck for sale, received and accepted the written order, received the initial cash payment, and delivered the truck. Hnder the well-recognized doctrince that written provisions are more significant than printed words in a writing brought in question, we construe the order as one to Vaughn &-Teague. Certain it is that appel-lee company well knew thát Vaughn & Teague were handling these trucks; its manager applied to Vaughn & Teague for the purchase of the truck and had all his negotiations with Vaughn & Teague. The proof beyond dispute shows that Vaughn & Teague were the absolute owners of the property attempted to be sold appellee. They had both title and possession, and actually made delivery. How • can it be said, then, that appellant company sold a truck which it did not own and is responsible for an initial cash payment which it did not receive and from which it derived no benefit, except tbe most general one of being interested in tbe promotion and sale of an article wbicb it bad manuf acur-ed and wished to see freely sold over tbe country? To overcome tbis strong showing for tbe appellant, counsel for appellee offered proof tending to show that one Mr. Hufford, a special representative of appellant company, was present at'the time plaintiff negotiated for tbe truck; that tbis special representative did most of tbe talking and made most of tbe reperesentations as to tbe capacity and adaptability of tbe truck to haul -green logs, etc. Tbe proof as a whole, however, shows that tbis representative was one from tbe Chicago office of tbe company, and was “sent out to visit with tbe dealers and- instruct them in the use, operation, and handling of tbe trucks. ’ ’ Mr Hufford did not take tbe order as a representative of appellant bad himself no place of business in Jackson, did not transmit tbe order to appellant, and did not deliver or accept* pay for the truck. Tbis is not a case where appellee dealt-with tbe agent of a nondisclosed principal, or with one who represented himself to be and held himself out to be tbe exclusive agent of a known principal. It is a case in wbicb tbe realities must govern.

No liability being shown, the judgment of tbe learned circuit court must be _ reversed, and judgment entered here for appellant.

Reversed,-and judgment fiere for appellant.