#### STAHLBERGER v. NEW HARTFORD LEATHER CO.

(Supreme Court, General Term, Fourth Department.

December 26, 1895.)

Principal and Agent—Authority of Agent—Question for Jury.

In an action for breach of a contract whereby plaintiff was employed for one year as a tanner, it appeared that defendant was engaged in tanning leather; that R. had been appointed its general manager for five years, under the control of its directors, and that R. made the contract. Defendant’s directors had appointed one of their number managing director, and there was evidence that R., before consummating any arrangement for help, consulted such director, but the director never hired any one, or asked plaintiff the terms of his employment. There was also evidence that defendant held out R. as having power to hire men, and that plaintiff had no knowledge that the power was restricted. *Held,*that it was proper to refuse a nonsuit or to direct a verdict for defendant on the ground that no authority was shown in R. to make the contract.

Appeal from circuit court, Oneida county.

Action by Pius Staklberger against the New Hartford Leather Company for breach of contract. From a judgment for plaintiff, and an order denying a motion for a new trial, defendant appeals.

Affirmed.

Argued before HARDIN, P. J., and MARTIN and MERWIN, JJ.

Van Auken & Pitcher, for appellant.

Sayles, Searle & Sayles, for respondent.

MERWIN, J.

The defendant is a domestic corporation organized in the spring of 1893 for the purpose of tanning and manufacturing-fancy leather at the village of New Hartford. The plaintiff is a tanner by trade, and on the 24th July, 1893, he entered into the employ of the defendant under a contract of hiring, as he claims, for the term of one year, at the price or wages of $13.50 a week, payable at the end of every week. He continued at work to the 21st October, 1893, and was then discharged. This action is to recover, as damages for the breach of the contract, his wages for the balance of the year, less what he has been able to earn elsewhere; and the recovery is on that basis. The claim of the defendant is that the hiring was by the day, and not otherwise, so that it had a right to discharge the plaintiff at any time. The contract with plaintiff was made on the part of defendant by one Rose, who was its general manager. Rose had a written contract with defendant, dated June 30, 3.893, by which he was employed by the defendant for the term of *709five years to act as its general manager, and to superintend the manufacturing and tanning of leather; and it was by the contract provided that he was to be in all things under the direction and control of the board of directors of the defendant. It was also provided that if, at any time, the board of directors of the defendant should decide that it was not for the interest of the company to continue its business, the contract should be canceled, and the employment of Bose should terminate. There was evidence on the part of the plaintiff that tended to show that Bose, as general manager of defendant, and acting for it, employed plaintiff for a year. There was evidence to the contrary on the part of the defendant. Whether there was such a contract made was clearly a question of fact which the jury have disposed of in favor of the plaintiff. But the defendant claims that Bose, as general manager, had no power to make a contract for a year. Besides the contract between defendant and Bose, there was some evidence that Bose had the general management of the business, and had general power to hire and discharge men. There were five directors of the corporation, and on the 16th June, 1893, they appointed one of their number (Hr. Seaton) managing director. It does not appear that after the contract with Rose was made the board of directors as such took any action limiting or controlling the power of Bose. There was evidence on the part of the defendant that Bose, before consummating any arrangement for help, consulted with Seaton; also that, before plaintiff left, Seaton never hired any one, and that he never asked plaintiff under what arrangement he was at work. Plaintiff lived at the village of Oneida, and upon entering the employ of defendant moved his family to New Hartford. According to the testimony of Rose on the part of defendant, the plaintiff was discharged for cause, but no defense of that kind is set up. At the close of the trial the defendant moved for a non-suit upon the ground, among others, that no authority was shown in Bose to hire plaintiff for a year. This motion was denied, and defendant excepted. Defendant also moved on the same grounds that the court direct a verdict in its favor. This was denied, and exception taken. The court charged the jury that under the contract between Bose and the defendant, and upon the other evidence in the case, whatever Bose did with reference to hiring the plaintiff was the same as if the defendant in person had done it, and whatever bargain Bose made, so far as this case was concerned, the defendant made; and refused upon the request of defendant to charge that the contract between defendant and Rose does not confer authority upon Bose to bind the defendant by the contract of hiring for a year. Defendant duly excepted.

In Cox v. Brewing Co., 56 Hun, 489, 10 N. Y. Supp. 213, which was an action like the present for damages under a contract of employment for a year, it was held that:

> “An agent who has authority to hire parties to work, as between his principal and strangers dealing with him, will be deemed to possess general authority to employ, unless the limitation or qualification of his authority has been made known to the persons whom he employs in the service of his principal.”

*710In Williams v. Getty, 31 Pa. St. 461, which was an action for damages on a contract of employment made between plaintiff and the general manager of defendant, it was held that:

> “The authority o£ a general agent to contract so as to bind.his principal is only limited to the usual and ordinary means of accomplishing the business intrusted to him. If the principal holds out the agent to the world as a general agent in the transaction of his business, any contract made by him within the scope of that. business will bind the principal, although there may be, as between the principal and agent, a restriction upon the general authority of the latter, if the person with whom the contract is made have no notice of such restriction. Persons dealing with an agent carrying on a general business, such as a general manager of a railroad contractor, are not bound to inquire into the particulars of the agent’s authority when held out to the world as a general agent.”

A general manager of a lumber manufacturing corporation has been held to be authorized to employ workmen for the season, although he had no express authority to employ by the season. Ceeder v. Lumber Co., 86 Mich. 541, 49 N. W. 575; 4 Thomp. Corp. § 4854. “A foreman intrusted with the general management of a trade or business has an implied general authority from his employer to enter into all such contracts as are usually and necessarily entered into in the ordinary conduct and management of the business.” Add. Cont. § 69. See, also, *2*Cook, Stock, Stockh. & Corp. Law, § 719.

The case of Smith v. Association, 12 Daly, 304, is relied on by the defendant. In that case one Wales was in July, 1881, employed by defendant as general manager for one year. In March, 1882, he hired plaintiff for one year as a “buyer.” It was held that the defendant was not bound. There were no circumstances that indicated any apparent authority to make a special bargain of that kind, and emphasis was given to the fact that the control of the general manager was limited to a year. This does not reach the present case.

The motions for a nonsuit and for a direction of a verdict for defendant were properly denied. By these the court was asked to hold as matter of law that the defendant was not bound by the act of Bose. There was, outside of the contract of Bose with the defendant, evidence tending to show that Bose was held out as general agent with general power to hire and discharge men, and that the contract with plaintiff was within the scope of such agency, and that plaintiff had no knowledge of any restriction on the apparent power of Bose. Very clearly the court was right in declining to say as; matter of law that Bose had no power to bind the defendant. The exception to the charge that Bose did, under the contract and the other evidence in the case, have power to bind the defendant, is not available under the ruling in the case of Village of Port Jervis v. First Nat. Bank, 96 N. Y. 551, 560, there being no request to have the question of authority submitted to the jury.

Nor do we think that the court erred in refusing to charge that the contract between Bose and the defendant did not confer authority upon Bose to bind the defendant by the contract of hiring for a year. The point of the defendant seems to be that no contract of Bose would be effective to bind the defendant until the defendant, by its managing director, approved of it. This construction should not, *711we think, be given to the contract between Rose and the defendant. The board of directors, and probably the managing director, had the right to control and direct Rose in the discharge of his duties; but, in the absence of such direction, the presumption would be, as the trial court well said, that Rose had the general authority of a general manager. Any one dealing with Rose within the scope of the agency, and without knowledge of any restriction on his presumptive power, could hold the company. The presumption was that Rose had power to make the contract with plaintiff, and so the request was properly refused. If there was any question whether the contract with plaintiff was within the scope of the agency of Rose, or whether the plaintiff had any notice of any limitation on the authority of Rose, the defendant should have asked for the submission of those questions to the jury. The provision of the contract between Rose and the defendant, that the contract might be terminated if thought best for the interest of the defendant, is not important here, as there is no claim that it did not continue long after the term of plaintiff’s contract. These considerations lead to an affirmance of the judgment.

Judgment and order affirmed, with costs. All concur.