
    Nicolás Hernández & Co., Plaintiffs and Appellees, v. Standard Milling Company, Defendant and Appellant.
    Appeal from the District Court of San Juan in an Action of Debt.
    No. 2446.
    Decided March 30, 1922.
    Principal and Agent — Estoppel — Commission Merchant. — In this case the defendant corporation, the Standard Milling Company, had designated the plaintiffs as its agents and shipped its goods to them under the name of the Houston Eice Company. On- appeal from a judgment against the defendant for commissions on sales of rice of the Houston Eice Company it was held: Thaj; as the evidence showed that hy its act the defendant induced the plaintiffs to believe that they were doing business with the defendant and not with the Houston Eice Company, the defendant is estopped from denying its liability and is, therefore, under obligation to pay the commissions.
    The facts are stated in the opinion.
    
      Messrs. L. Muñoz Morales and L. Villar onga for the appellant.
    
      Mr. J. G. Torres for the appellees.
   Mr. Justice Wolf

delivered the opinion of the court.

In Texas on the 18th of September, 1914, a corporation was organized as the Houston Eice Company. Prior to this time, however, the Standard Milling Compan}^ of Texas, the defendant in this case, had employed the complainant firm as a commission agent and had shipped it goods under the name of the Houston Eice Company. In other words, prior to September 18, 1914, the Standard Milling Company was trading in Porto Eico under the name of the Houston Eice Company. There is abundant proof of this fact; also that the remittances of the complainant were to the Standard Milling Company and that the agents or officers of the Standard Milling Company with whom the complainant originally treated continued to be the agents and officers with whom the complainant dealt at the time of the transaction covered by this suit. It is not quite so important, but the proof shows that the accounts of the Houston Eice Company were largely, if not altogether, kept on the hooks of the Standard Milling Company, and that letters were written to the complainant on the letter heads .of the Standard Milling Com-' pany in regard to affairs of the alleged Houston Eice Company and other similar small details, hut they were all matters that tended to confirm the original .understanding of the complainant firm that it was dealing with the Standard Milling Company. The managing partner of the complainant testified that he never had any knowledge or notice of the existence of a corporation Houston Eice Company until the filing of the answer of the defendant, and there is every reason to believe him. There is one very important piece of evidence, namely, a letter written on April 10, 1915, apparently by the Standard Milling Company, making an arrangement with the complainant firm, the managing partner being then in the office of the defendant in Texas. The said managing partner testified that he was frequently in the offices of the Standard Milling Company and in effect that his dealings were with the same officers with whom he had always dealt. The officers of the two companies were practically identical. There were other matters written or done in the name of the Standard Milling Company after the date of incorporation. Likewise, there is evidence tending to show that while the Houston Eice Company has the same offices as the Standard Milling Company, there are no outward signs to indicate the same.

The theory of the complainant, corroborated completely, is that the Standard Milling Company found it convenient to sell its rice under various firm names (razones) and this was a thing understood by its agents, and that hence the complainant firm addressed or continued to address its communication to the Houston Eice Company. There is proof tending to show that the mills of the two companies are located in the same places, if they are not identical. There is proof that the rice handled by the two companies is the sainé.

The court below found that the two corporations were identical and it probably is right. See Alonso Riera & Company v. Campillo, post, p. 276; 7 R. C. L. 27. But we place our affirmance on slightly different grounds. There is a corporation Houston' Eice Company, but the complainant is not shown to have had any dealings with it. The complaint set up that the defendant did business as the Houston Eice Company and we find this to be the fact. AH the dealings of the complainant firm were with the officers and agents of the Standard Milling Company and there is no evidence that the complainant was ever advised or put on notice of the existence of the corporation Houston Eice Company. Furthermore, by the conduct of its officers and agents the Standard Milling Company is estopped to deny that it continued to deal with the complainant firm. This firm was led to believe that it was dealing with the Standard Milling Company and it might very well have refused to deal with the Houston Eice Company, Inc., a smaller and possibly a less responsible concern.

The judgment appealed from must be

Affirmed.

Chief Justice Del Toro and Justices Aldrey and Hutchi-son concurred.  