
    Continental Insurance Company vs. John Alden Transportation Company
    Southern District
    May 7, 1981
    Present: Lee, P.J., Rider & Staff, JJ.
    Mark A. Leahy for the plaintiff.
    Melvin H. Margolis for the defendant.
   Lee, P.

J. This is an action sounding in contract wherein the plaintiff seeks to recover a balance allegedly due for workmen’s compensation insurance furnished to the defendant in the sum of eighteen hundred thirty-three dollars ($1,833.00).

The defendant entered a denial of the allegations.

The court found for the plaintiff in the sum of eighteen hundred thirty-three dollars ($1,833.00), with interest in the sum of seventy-three dollars and thirty-two cents ($73.32). A total of nineteen hundred and six dollars and thirty-two cents ($1,906.32).

At the trial, there was evidence tending to show that at the request of an insurance agency known as John D. Walsh Insurance Agency, the plaintiff issued a workmen’s compensation policy covering the defendant for the period April 11, 1975 to April 11, 1976, with renewals thereof terminating on May 6, 1976.

The books of the defendant were audited in July 1976. A determination was then made that a premium of eighteen hundred thirty-three dollars ($ 1,833.00) had been earned by the plaintiff as a result of its compilation of the names of employees and its compilation of the rates involved under the workmen’s compensation law.

The plaintiff billed John D. Walsh Insurance Agency for such premiums.

The only testimony came from the auditors of the plaintiff corporation as an outcome of their audit of the defendant’s books.

The defendant filed five requests for rulings of law that were acted upon by the trial justice, who also filed findings of fact.

The court found the following facts:

Plaintiff issued to the defendant corporation workmen’s compensation insurance policies for the periods April 11, 1975 to April 11, 1976 and renewals thereof terminating as of May 6, 1976. As a result of an audit of defendant’s books conducted on July 14, 1976 at the office of defendant’s attorney at 18 Tremont Street in Boston, a determination was made that $1,833.00 in outstanding unpaid premiums was due. The policies in question were brokered through the agency of John D. Walsh, but at all times relevant were billed to the defendant and covered compensation risks assumed by the defendant for its employees. Defendant presented no testimony in rebuttal, admitted the existence of the corporation, and presented no evidence of payment or of any expectation on the plaintiffs part of receiving payment from any source but the defendant.

This is a matter involving a disclosed principal, where the agent acting within the scope of his authority cannot be held liable unless he expressly agrees to become personally responsible, and the plaintiff must look to that disclosed principal for satisfaction. Porshin v. Snider, 349 Mass. 653, 655 (1965); Cass v. Lord, 236 Mass. 430, 432 (1920); Goodenough v. Thayer, 132 Mass. 152, 154, 155 (1882).

In this case, there is no evidence that the agent John D. Walsh Insurance Agency bound itself to this contract.

The existence of an agency relationship is a question of fact for the jury or the court. Stern v. Lieberman, 307 Mass. 77, 81 (1940); Raymond Syndicate, Inc. v. American Radio and Research Corp. 263 Mass. 147, 152(1928); Hamilton v. Coster, 249 Mass. 391, 394 (1924).

The evidence clearly shows that Workmen’s Compensation Insurance was acquired by the defendant through its broker agent, John D. Walsh Insurance Agency, for the period of April 11, 1975 through May 6, 1976 under a valid contract.

In addition a party may be held liable for contracts made on its behalf by subsequently ratifying the conduct of the agent. Ratification may be made by accepting the benefits of the agreement. DiLorenzo v. Atlantic National Bank of Boston 278 Mass. 321, 327 (1932); Boice-Perrine Co. v. Kelley, 243 Mass. 327, 330, 331 (1923).

In short, there is a valid contract here made by the agent within the scope of his authority while representing a disclosed principal. Even if there was any question of unauthorization (and we find no such evidence here), the actions of the agent were subsequently ratified by the conduct of the defendant in accepting the benefits of the contract instead of promptly disavowing the contract.

There being sufficient evidence for the Court’s finding and no prejudicial error in its rulings of law, the report is dismissed.

So ordered.  