Mitrovich v. Fresno Fruit Packing Co.

Citations

• 123 Cal. 379
• 55 P. 1064
• 1899 Cal. LEXIS 1081

Syllabus

<p>Sale of Fig Crop — Contract with Partnership—Incorporation— Novation—Pleading.—In an action to recover the agreed price of a crop of figs sold and delivered, in which the complaint alleges a sale and delivery of the figs at the agreed price directly to the defendant corporation, averments therein regarding a previous contract with a partnership whose members formed the corporation, are but of evidentiary matter, and might have been omitted. Such complaint is not demurrable for not alleging a novation of the contract and a release of the partnership from its obligations.</p> <p>Id.—Assumption of Obligations of Partnership by Corporation—Release of Partnership not Essential.—Where it appears that the corporation succeeded directly to the business of the partnership, and assumed the duties of the partnership in reference to the figs which it received from the plaintiff, it is not essential to plaintiff’s right of action against the corporation that there should have been a formal novation of the corporation in the contract, and a release of the partnership from liability thereon.</p> <p>Id.—Contract by Agent—Authority to Exercise Option to Purchase —Failure to Disclose Limitations—Instruction.—Where the evidence was conflicting as to the authority of an agent of the defendant corporation, who received a delivery of figs, to exercise an option given by the contract with the partnership to purchase the crop of figs at time of delivery, at the agreed market value, it was erroneous for the court to instruct the jury that if such agent did not disclose any limitations upon his authority to contract with the plaintiff, and the plaintiff did not know that he was not authorized to contract for the purchase of the figs, and that if he contracted for the purchase of the figs, on behalf of the defendant, they should find for the plaintiff.</p> <p>Id.—Limitations upon Authority—Power of Agent.—An agent cannot bind his principal by any express definition of his agency, and canno