William Kayton et al., App’lts, v. Aaron Barnett et al., Resp’ts.
(Court of Appeals, Second Division,
Filed December 3, 1889.)
Principal and agent—Undisclosed principal liable eor purchase by AGENT.
When goods are sold on credit to a person whom the vendor believes to be the purchaser and he afterwards discovers that the person credited bought as agent for another, the vendor has a cause of action against the principal for the purchase price, and this rule is not changed by the fact that the vendor stated that he would not sell to the persons who after-wards proved to be the real principals.
Appeal from a judgment dismissing the complaint with costs, entered on an order of the general term of the superior court of the city of New York, denying a motion for a new trial heard at the general term in the first instance on a case containing exceptions.
On the 17th day of March, 1881, the plaintiffs sold and delivered to William B. Bishop several machines and assigned to him certain letters patent for the agreed price of $4,500. Bishop paid $3,000 on delivery and gave three notes dated March 24, 1881, for $500 each, one due nine months, one fifteen months and one eighteen months after date, without interest. June 29, 1883, Bishop died insolvent without having paid the notes, or any part of them. The plaintiffs tendered the notes to the defendants and August 22, 1883, brought this action to recover the part of the purchase price represented by the notes, on the theory that Bishop, as agent for the defendants, bought the property for them, without disclosing his principals until after the execution and delivery of the notes. The defendants in their answer denied that they purchased the property, and alleged that it was bought by William B. Bishop for the price and on the terms stated in the complaint. The action was tried at circuit, and at the close of the plaintiffs’ case the complaint was dismissed, and it was ordered that a motion for a new trial on a case containing exceptions be heard in the first instance at general term where the *679motion was denied, 22 J. & S., 78; 10 17. Y. State Rep., 444, and .a judgment entered, from which the plaintiffs appeal
W. J. Curtis, for app’lts; A. R. Dyett, for resp’ts.
Follett, Ch. J.
When goods are sold on credit to a person whom the vendor believes to be the purchaser, and he afterwards discovers that the person credited bought as agent for another, the vendor has a cause of action against the principal for the purchase price. The defendants concede the existence of this general rule, but assert that it is not applicable to this case, because while Bishop and the plaintiffs were negotiating they stated they would not sell the property to the defendants and Bishop assured them he was buying for himself and not for them.
It appears by evidence which is wholly uncontradicted that the defendants directed every step taken by Bishop in his negotiations with plaintiffs; that the property was purchased for, and delivered to, the defendants, who have ever since retained it; that they paid the $3,000 towards the purchase price, and agreed with Bishop after the notes had been delivered to hold him harmless from them, notwithstanding the assertion of the plaintiffs that they would not sell to the defendants, they, through the circumvention of Bishop and the defendants, did sell the property to the defendants, who have had the benefit of it and have never paid the remainder of the purchase price, pursuant to their agreement. Bishop was the defendants’ agent. Bishop’s mind was, in this transaction, the defendants’ mind, and so the minds of the parties met, and the defendants having, through their own ana their agent’s deception, acquired the plaintiffs’ property by purchase, cannot successfully assert that they are not liable for the remainder of the purchase price because they, through their agent, succeeded in inducing the defendants to do that which they did not intend to do, and perhaps would not have done had the defendants not dealt disingenuously.
The judgment should be reversed and a new trial ordered, with costs to abide the event
All concur, except Haight, J., not sitting.