
    Winter v. Iron City Stamping Company, Appellant.
    
      Principal and agent — Corporation—Authority of agent — Ratification— Employment for professional services.
    
    1. In an action by an attorney at law against a corporation to recover for professional services, where.the defendant denies that the plaintiff was authorized to perform services for it, the case is for the jury where it appears that the company had only three stockholders who were the president, treasurer and secretary respectively; that the person who dealt with plaintiff was a salesman or agent of the defendant in charge of his place of business, transacting business and representing it; that such person used the stationery of the corporation in his correspondence with plaintiff;'that the corporation used some of plaintiff’s services for which he was paid; and that the plaintiff acted in entire good faith, and understood that he was serving the corporation.
    2. Apparent authority is such authority as a reasonably prudent man using diligence and discretion in view of the principal’s conduct would naturally suppose the agent to possess. The apparent authority of an agent which will be sufficient to bind the principal for acts done thereunder is such authority as he appears to have by reason of the actual authority which he has.
    Submitted May 10, 1912.
    Appeal, No. 32, April T., 1912, by defendant, from judgment of C. P. No. 2, Allegheny Co., Oct. T., 1909, No. 1,232, on verdict for plaintiff in case of Frederick W. Winter v. Iron City Stamping Company.
    Before Rice, P. J., Henderson, Morrison, Ordady, Head and Porter, JJ.
    Affirmed.
    Assumpsit by an attorney at law for professional services in procuring trade-marks. Before Swearingen, P. J.
    At the trial the plaintiff claimed that he was employed by H. L. Schueck, an agent of the company in charge’ of its business, who had apparent authority to employ the plaintiff.
    The court charged in part as follows:
    [As to the claim for the registration of the trade-mark, the evidence of the plaintiff indicates that whether Mr. Schueck was president or nob of bhe concern, the defendant received the benefit of it. According to the testimony introduced by the plaintiff, the certificate for the registration was duly mailed to the defendant, and you have the evidence of the letter heads, which were produced, indicating that the defendant itself, by the printing of those letter heads, made use of the device, or rather spread it before the public that it was the owner of that trademark, and then if that be true, that the defendant paid a portion of the claim of Mr. Winter, that would be a ratification of any act done by Mr. Schueck, whether he was president or not. In fact, the claim of the plaintiff is that the defendant in the manner that it conducted its business, Mr. Schueck being placed in a situation where he was apparently the man with whom people dealt who had occasion to have transactions, that the defendant held him out to the public as the one in charge, and that Mr. Lytle, whom it claims was the real president, was but a nominal president, was there at infrequent intervals— and likewise Mr. Campbell, the secretary, was there at infrequent intervals, and that they left the control of the management of the affairs in the hands of Mr. Schueck, and held him out to the public, such as Mr. Winter, as the man who had control.] [7]
    
      [Now, you understand, gentlemen, of course, that a corporation is an invisible, intangible thing. It is only in the contemplation of the law and can only act by and through its lawfully constituted agents. When you undertake to go to Greensburg, you go to the Union Depot, you go to the ticket office, and you see a man standing there who sells you a ticket. That man, for the time being, is the Pennsylvania Railroad Company. And so this corporation must act by and through its lawfully constituted officers and agents. And if it, by its conduct, holds out to those with whom it has dealings that Mr. Thus-and-so is the person who is authorized to speak and act for it, then it cannot get the benefit of the transactions of that man and repudiate his acts. That is the principle upon which the plaintiff claims in this case, and that Mr. Schueck was placed in a position by the authority or the consent of directors of the defendant to do things which he did in connection with Mr. Winter.] [8]
    Verdict and judgment for plaintiff for $109.16. Defendant appealed.
    
      Errors assigned were (7, 8) above instructions, quoting them, and (11) in submitting the case to the jury.
    
      Chas. T. Moore, for appellant.
    
      James L. Weldon, for appellee.
    July 18, 1912:
   Opinion by

Morrison, J.,

This action of assumpsit was brought by the plaintiff before an alderman to recover from the defendant the alleged value of professional services rendered to it. The case came into the common pleas on appeal and having been put at issue it was tried before the court and a jury and a final judgment entered on the verdict against the defendant for $119.16. The record discloses eleven assignments of error and on careful consideration of the evidence, the rulings and charge of the learned trial judge, and the arguments of counsel, the conclusion is reached that the assignments are without merit.

The right of the plaintiff to recover hinged upon the authority, real or apparent, of one Schueck to employ him and bind the defendant corporation for the payment of the reasonable value of his services. It appears tó be conceded that on the request of Schueck the plaintiff rendered services, which he considered were for the benefit of the defendant, of at least the value of the amount recovered. It also appears that the plaintiff advanced some money, as he understood, for the benefit of the defendant, and there is evidence which warranted the jury in finding that a payment was made on account of plaintiff’s claim by or for the defendant corporation.

There was no direct, clear evidence as to the authority of Schueck to represent and bind the defendant corporation in this matter, but we think there was sufficient evidence to warrant the submission of the question of his authority, or apparent authority, to the jury, and the verdict indicates that the jury found on this proposition that he had such authority. The learned counsel for defendant seem to rest their case on the proposition that the burden was on the plaintiff to prove that Schueck had actual authority to represent and bind the corporation and they do not seem willing to concede that if he was the agent of the corporation for some purposes and assumed to have the necessary authority to contract with the plaintiff, and the latter acted in entire good faith, and believed that Schueck was acting within his authority, that he could bind the corporation even if his authority was limited and did not extend to the making of such a bargain as the plaintiff claimed under. There is pointed evidence that Schueck assumed to have the authority and that he was in and about the place of business of the corporation, transacting business and representing it, and that he used the stationery of the corporation in his correspondence with the plaintiff and that the corporation seemed to have made use of some of the plaintiff’s services; and it also appears that the plaintiff was acting in entire good faith and understood that he was serving the corporation. But the contention is that Schueck only had limited authority, as a salesman, and that his actual authority did not authorize him to engage the plaintiff to perform the services for the value of which he recovered the judgment appealed from.

In our opinion the evidence was sufficient to at least' warrant the jury in finding from what he actually did and from the ratification of plaintiff’s claim, by payment of a part of it, to carry, the question of the scope of Schueck’s apparent authority to the jury. The evidence tended to show that there were only three stockholders of the corporation; that one of them was president, another treasurer and the other one secretary, and that Schueck was agent having charge of the place of business of the corporation, and from all of the evidence we think the jury could fairly infer that the stockholders and officers of the corporation must have had such knowledge of the acts of the agent as to bring the business which the plaintiff transacted through him within the apparent scope of his employment. It was in evidence that defendant’s place of business and its books and papers were all destroyed by fire before the trial, and of course this rendered it difficult to prove precisely what authority Schueck really had and appeared to have.

In the close of the charge the learned trial judge said: "You will recollect that the burden was on the plaintiff to prove his claim. He must satisfy you by the weight of the evidence that he had a contract with the defendant, apparently with the defendant; otherwise he cannot recover in this action. If he had no contract with the defendant, or had no reason from which a prudent man would be justified in believing that he had a contract with the defendant, then he cannot recover in this action, and your verdict must be for the defendant..”

Several of the assignments of error are excerpts from the charge and in several instances they are so detached from their proper connection that they do not fairly present the views of the trial judge. When the charge is considered as a whole it seems to be adequate and we do not discover in the assignments of error sufficient ground for reversing the judgment. The pinch of the case was the question of whether the evidence was sufficient to carry the agent’s authority or apparent authority to the jury, and our conclusion is on this point, in harmony with that of the trial judge.

Upon the question of Schueck’s apparent authority we refer to the following authorities: “Apparent authority is such authority as a reasonably prudent man, using diligence and discretion, in view of the principal’s conduct, would naturally suppose the agent to possess. ‘ The apparent authority of an agent which will be sufficient to bind the principal for acts done thereunder, is such authority as he appears to have by reason of the actual authority which he has:” 31 Cyc. 1236, note 62. See also 31 Cyc. 1236, sec. 2. In Lauer Brewing Co., Ltd., v. Schmidt, 24 Pa. Superior Ct. 396, the above doctrine is substantially followed.

Upon the whole case we approve of the submission of the evidence to the jury, and all of the judges who sat at the argument concur in affirming the judgment.

The assignments of error are all dismissed and the judgment is affirmed.  