Tallmadge v. Phineas Lounsbury Treasurer of Republican League of U. S. 50 N.Y. St. Rptr. 531

Daniel W. Tallmadge et al, App'lts. v. Phineas Lounsbury Treasurer of the Republican League of the U. S., Resp't.

(New York Superior Court,

General Term,

Filed January 3, 1893.)

1. Principal and agent.

The mere fact that certain members of a committee of the Republican League expressed satisfaction with certain blanks exhibited to them and said they ought to be printed.is not sufficient to authorize the person suggesting such forms to order the printing of the same.

*5322. Same.

The League cannot be held liable for work done on the ground that its president acted toward third parties as one clothed with full power to make any and all contracts on its behalf, where the order for such work was not received from the president, but from another person.

3. Same—Ratification.

The mere fact that the blanks were headed with the name and symbol of the League and were received and mailed from its headquarters is insufficient to show actual or constructive knowledge of the work which was done, in view of the fact that the League was merely to distribute literature furnished by the national committee; that the management of its affairs was in the hands of a committee, and that only two of the committee knew that the work was being done on behalf of the League.

4 Same.

There was no ratification of the unauthorized order, as plaintiff’s claim was never presented to the convention or the committee and it was not shown that the delegates knew of its' existence.

Appeal from judgment dismissing complaint, entered on the report of a referee.

The following is the report of the referee:

Louis G. Raegener, Referee.—The plaintiffs, constituting the firm of Tallmadge & Martin, printers and. stationers, at the city of Hew York, claim that during the presidential campaign of 1888 they let certain premises at Ho. 64 Broad street, and that they furnished and distributed what has been termed herein “ Campaign .Literature ” and political printing, of the value of nearly $25,000 to the defendant, the Republican League of the -United States. All but $11,484.80, which is the amount here in suit, has been paid.

The plaintiffs seek to maintain their claim upon several theories, the more important of which are; firstly, express authority received from the defendant through its campaign committee; secondly, the conduct of the president of the defendant, who, in his position, it is claimed, was allowed to hold himself out to the world as one in authority, and who, in such position, if not directly ordering the work, at least stood by, without protest, and with knowledge of the fact that plaintiffs claimed they were doing this work for defendant; and thirdly, ratification by the defendant of the acts of its campaign committee and president. We shall discuss these points in their order; and as, in our opinion, the issues involved are entirely questions of fact, it will not be necessary to discuss the law of the case.

In order to intelligently understand the situation of affairs, it is necessary briefly to show the organization of defendant.

The Republican clubs in each state belong to a state league; The state leagues compose the defendant, The Republican national League. The several state leagues send representatives to an annual convention of the national league and elect an executive committee, which is intrusted with the finances and general management of the affairs of the national league. In a general way the objects of the national league are stated to be the organization of clubs and leagues in the various states and territories and the dissemination of the principles of the Republican party.

At a conference committee, held on July 11 and 12, 1888, *533it was deemed advisable that the executive committee appoint a campaign committee, and this was accordingly done, upon the following understanding or agreement with the Republican national committee. The national committee was to prepare and provide campaign literature, which the league was to distribute. The national committee guaranteed office expenses of the league to the extent of $1,000 per month. The campaign committee, from time to time, was to submit plans of organization and work, with the estimated cost thereof, and, if approved, the expense was to be paid by the Republican national committee.

This campaign committee was accordingly appointed. It consisted of General W. W. Dudley, Wilbur A. Mott, W. W. Johnson and President James P. Foster and Secretary Andrew Humphrey, as ex-officio members. General Dudley was its chairman. He was also the treasurer of the national committee, but not a member of the league. This committee met but once, in the latter part of July, 1888. Ho minutes of its proceedings were kept. Ho resolutions were adopted, except it was agreed to meet on Wednesdays. After the formal meeting had adjourned, Ex-Senator Albert Daggett, who claims to have attended more or less to the details of political campaigns for about thirty years, showed some blanks and forms to some of the members, and an informal discussion took place concerning them.

Mr. Daggett says he was directed to ll go ahead ” and have these blanks printed. This is not corroborated by a single person present at this meeting or at their informal discussion after the meeting had adjourned. President Foster says that he asked General Dudley to furnish the league with work and General Dudley replied that he would see that the blanks submitted were prepared and sent out. General Dudley, according to President Foster, further said that he had large quantities of literature at Washington, and would see that they were forwarded to the league. General Dudley says that the advisability and desirability of the use of these blanks were freely discussed, but that he desired no printing done for the league or himself at that time or any other time by plaintiffs’ firm or any other firm, and that he gave no orders to do any printing. One of the plaintiffs, Mr. Martin, testifies that he took all his orders from Mr. Daggett, whom he believed to be authorized by General Dudley, and in order to be certain that Mr. Daggett had the authority he claimed, he wanted to see something in writing from General Dudley. When, thereupon, General Dudley wrote to President Foster that Ex-Senator Daggett was authorized to represent him and that Mr. Foster might consult with him, this letter, on being shown to Mr. Martin, was satisfactory to him. General Dudley, called on behalf of plaintiffs, denies that he conferred any authority whatever upon Mr. Daggett, and swears that the latter acted merely as a messenger between Mr. Foster and himself.

The executive committee held no meeting after July 12, 1888, and the sub-executive committee, to which the powers of the executive committee had been delegated, held but three meetings in 1888, one in February, one in June and one in September. In *534my view of the case, it is unnecessary to discuss the question whether the constitution empowered any executive or sub-executive committee or campaign committee to do this work. Suffice it to say that none of these committees ever exercised or pretended to exercise such power.

•I am of the opinion that neither the campaign committee nor anyone else on behalf of the league authorized Mr. Daggett to have the work done by plaintiffs ; and even assuming that some one or several of the members of the campaign committee did say that these blanks ought to be printed, it would be preposterous to claim that this authorized Mr. Daggett to expend about $25,000 in the name of the league substantially as he saw fit. It is, therefore, evident that there was no express authority from the defendant to do this work.

In discussing the second point, it is not necessary to argue the question whether or not President Foster did act toward third parties as one clothed with full authority to make any and all contracts on behalf of the defendant; nor is it necessary to argue the question whether the defendant, negligently or otherwise, allowed the president so to act. The undisputed testimony of one of the plaintiffs, Mi: Martin himself, is to the effect that he undertook this work upon the faitli of Mr. Albert Daggett, as the authorized representative of General Dudley, and that he relied upon General Dudley as the chairman of the campaign committee, as the treasurer of the national committee, and furthermore, as the representative, or, if I might use the term, as the paymaster of the Republican party. Therefore, from the plaintiffs' own testimony, it is very plain that they were not misled in any way by any appearance of power or authority on the part of the president of the league. In this connection, I am not unmindful of the fact that all the literature alleged to have been printed by plaintiffs for defendant had at its head the name and symbol of the defendant, and that quantities of it were received and mailed from defendant’s headquarters at No. 202 Fifth avenue, New York city. Yet, when we take into consideration that the league was merely to distribute literature furnished by the national committee, that the management of the league’s affairs was in the bands of an executive committee ; that this executive committee had legally or illegally delegated some' of its powers to the sub-executive committee, and possibly also to a campaign committee ; that these committees had no meetings after July, 1888, except the sub-executive committee, which met but once, in September ; that with the exception of President Foster and General Dudley there is no evidence that a single member of the executive, sub-executive or campaign committee knew of plaintiffs’ claim or knew that work was being done at No. 64 Broad street or elsewhere on behalf of the league, and that the president and secretary of the league were the only officers or committee men of the league who, after August 1, 1890, performed any active duties at league headquarters, it seems to me that the presumption of actual or constructive knowledge is overcome.

A point was also made of the fact that the minutes of the sub-*535executive committee show that in February, 1888, $25,000 were appropriated for campaign work for the city of New York. It is claimed that this money was intended for such work as the plaintiffs did, and it is insinuated that this money could not have been raised by the league, except by just such work as that done by the plaintiffs. The evidence shows that the receipts of the league during 1888 were upwards of $20,000 outside of any income traceable to any work done by plaintiffs. It is true that the popular subscription blanks printed by plaintiffs brought upwards of $8,000 into the hands of President Foster, but all of this, and more too, was paid to plaintiffs. In a certain sense this might have been justifiable; yet Mr. Foster had no authority so to do and knew he had not, for he testified that he believed the Republican national committee owed this bill.

Finally, assuming that Mr. Daggett, or possibly President Foster, were defendant’s agents and unauthorizedly contracted with plaintiffs, yet there cannot be a ratification by the principal without full knowledge of all the material facts. There is no evidence that plaintiffs’ claim was ever presented to the convention, the executive or sub-executive committee of defendant, which met after the work was begun and completed and before suit was commenced, nor even that the delegates to the convention of these committees were aware of the existence of such a claim.

For the reasons stated, I am forced to the conclusion that whoever may owe the bill in suit, the defendant certainly does not, and I, therefore, believe the bill ought to be dismissed upon the merits with costs. Judgment accordingly.

Nichols & Bacon, for appl’ts;

Jas. A. Blanchard and Joseph G. Gay for resp’t.