Edwards v. Heralds of Liberty

Citations

• 263 Pa. 548
• 107 A. 324
• 1919 Pa. LEXIS 471

Syllabus

<p>Principal and agent — Agent—Contract by agent — Notice of agent’s lade of authority — Duty to mahe inquiry — Ratification— Adoption — Consideration.</p> <p>1. A contract made by a corporation acting as agent for a fraternal beneficial association imposing a charge of ten per cent in favor of an insurance solicitor upon the dues and other payments of the members of the association residing within a certain territory, as an inducement to such solicitor to invest in the shares of stock of the corporation, is of such an unusual nature, and so much out of the regular course of business as agent, as to put the solicitor on guard and to charge him with notice of the agent’s lack of authority to make such a contract, where inquiry of the governing body of the association would have disclosed the true extent of the agent’s authority.</p> <p>2. A contract made by an agent in his own name undertaking to procure certain things from the principal, is incapable of ratification by the principal, as a contract to be ratified must purport to be made on account of the alleged principal; and where the failure to fulfill a contract is not occasioned by any breach of the principal, but by breach on the part of the agent alone, no action will lie against the principal.</p> <p>3: In such a contract, the plaintiff cannot establish a case against the principal on the theory that the principal adopted the contract, without showing a consideration for such adoption.</p>