B. Lowenstein & Bros. v. Goodbar & Co.

Citations

• 69 Miss. 808

Syllabus

<p>1. Bona Fide Pobci-iaser. Fraud. Notice to agent. Scope of agency.</p> <p>Certain creditors effected, in Memphis, Tenn., a purchase of their debtor’s stock of goods in this state, assuming to pay certain debts, as to which the debtor was discharged. A creditor, whose debt was assumed, was the regular retained attorney of the debtor in his business, and, after the terms of the sale were agreed on, he, being requested by telegram, prepared the bill of sale, and took temporary possession of the goods, until the purchasers’ agent could arrive. Held, this did not constitute him' the agent of the purchasers in making their purchase, and his knowledge of the fictitious character of his own claim could not, of itself, affect the bona j,ides of the purchase.</p> <p>2. Contract. Minds of parties must meet. Essential facts.</p> <p>In such case the validity of the sale will not be affected by the fact that one of the creditors understood that his debt was assumed absolutely by the purchasers, while they understood that its payment was to be on condition that the proceeds of the goods should be sufficient. Since both parties to the.sale got all they contracted for — the purchaser the goods, and the debtor a complete discharge from the debts — their minds met on every essential feature of the contract.</p> <p>3. Same. Mistake of fact. Must he material.</p> <p>The mutual mistake upon which a sale will be avoided, must be as to an essential fact which forms an inducement to the sale, such as would justify the inference that, the truth being known, the sale would not have occurred.</p> <p>4. Voidable Contract. Who may avoid. Bight of creditors.</p> <p>Creditors cannot assert for their debtor his right to set aside a sale which, because of mistake, is voidable as to him, and which he has not sought to avoid.</p>