Overview
Case summary
This case involves a contract dispute over timber and railroad ties. B.J. Prichard contracted with J.M. Hatfield on May 28, 1892, for Hatfield to cut timber from Prichard's land, manufacture railroad ties, sell them, and pay Prichard after sale. The contract prohibited assignment without Prichard's consent. Plaintiffs Budd & Forbus alleged Hatfield was their undisclosed agent when making the contract. Prichard seized and sold ties manufactured by Hatfield before the contract period expired. Plaintiffs sued in assumpsit for money had and received. The trial court overruled Prichard's demurrer, rejected most special pleas, and after jury trial entered judgment for plaintiffs. On appeal, the Circuit Court of Appeals affirmed, holding: (1) an undisclosed principal can sue on a contract made by an agent despite a non-assignment clause; (2) assumpsit was proper remedy for money had and received; (3) special pleas were properly rejected; (4) assignments regarding jury instructions failed to comply with Rule 11; (5) refusal to grant new trial not reviewable; and (6) bill of exceptions properly certified what evidence tended to prove rather than setting out all evidence.
Abstract
A contract dispute arose over cutting timber, manufacturing railroad ties, selling them, and paying the landowner, with a prohibition on assignment without consent. Plaintiffs claimed the contractor was their undisclosed agent and sued in assumpsit for money had and received after the landowner seized and sold the ties prematurely. The appellate court affirmed the trial judgment, holding that an undisclosed principal can sue despite the non-assignment clause, assumpsit was proper, special pleas were correctly rejected, and procedural assignments failed compliance.
Opinion of the court
opinionGOFF, Circuit Judgejoined by SIMONTON, HUGHES
- Undisclosed principal can sue on contract made by agent despite non-assignment clause
- Assumpsit lies for money had and received when defendant retains money equity requires be refunded
- Assignments of error regarding jury instructions must comply with Rule 11's verbatim requirement
- Refusal to grant new trial not reviewable in federal courts
- Bill of exceptions need not contain all evidence, only what explains rulings
Jurisdiction
not challenged- Plaintiffs are citizens of Ohio
- Defendant is a citizen of West Virginia district
Procedural posture
- Demurrer to declaration
- Objections to special pleas
- Exceptions to rulings and charge
- Motion to set aside verdict
- Assignments relating to court's charge not set out verbis as required by Rule 11
Legal categories
Case record
Issues & holdings
de novo
Agency and assignment are distinct; undisclosed principal can sue on contract made by agent
Issue preserved for review
de novo
Assumpsit lies for money had and received when defendant retains money that in equity should be refunded
Issue preserved for review
de novo
Pleas raised same issues decided in demurrer ruling
Issue preserved for review
Not reviewed
Assignments failed to set out charge verbis as required by Rule 11
Issue not preserved
Not reviewable
Refusal to grant new trial not subject to review in federal courts
Issue preserved for review
de novo
Bill of exceptions need only contain evidence necessary to explain rulings; federal practice governs, not state rules
Issue preserved for review
Holdings of the court
Error analysis
- Overruling demurrer to declaration — procedural · no error foundnot applicable
- Sustaining objections to special pleas — procedural · no error foundnot applicable
- Errors in charge to jury — jury instruction · error waivednot applicable
- Refusing to set aside verdict — procedural · no error foundnot applicable
- Certifying what evidence tended to prove rather than all evidence — procedural · no error foundnot applicable
Statutory interpretation
1Burden of proof
Standards of review
- Demurrer to declaration — de novo Legal sufficiency of pleading reviewed de novo
- Propriety of assumpsit remedy — de novo Legal question of proper cause of action reviewed de novo
- Special pleas — de novo Legal ruling on pleadings reviewed de novo
- Jury instructions — Not reviewed Assignments failed to comply with Rule 11 requiring verbatim quotation
- Motion for new trial — Not reviewable Refusal to set aside verdict not subject to appellate review in federal courts
- Bill of exceptions content — de novo Legal question of proper bill of exceptions practice reviewed de novo
Timeline
M.M. Smith deeded land to Prichard and William Shannon
Prichard acquired ownership of timber lands
John Lauterbach deeded adjoining 50-acre tract to Prichard
Additional timber lands acquired by Prichard
Prichard and J.M. Hatfield executed contract for timber and railroad ties
Contract at center of dispute - Hatfield alleged to be agent for plaintiffs
Plaintiffs filed action of trespass on the case in assumpsit
Outcome: Case commenced
Beginning of litigation
Defendant demurred to declaration and each count
Outcome: Demurrer overruled
Court found declaration sufficient
Defendant pleaded non assumpsit and tendered seven special pleas
Outcome: Six special pleas rejected, third allowed
Limited defenses available to defendant
Jury trial conducted
Outcome: Verdict for plaintiffs for $1,425.75
Plaintiffs prevailed at trial
Defendant moved to set aside verdict and for new trial
Outcome: Motion overruled
Trial court upheld verdict
Judgment entered for plaintiffs with interest and costs
Outcome: Judgment against defendant
Final trial court judgment
Circuit Court of Appeals affirmed judgment
Outcome: Affirmed
Appellate court upheld trial court
Facts & evidence
Incident
Key facts
7 facts- Prichard contracted with J.M. Hatfield on May 28, 1892 to sell timber for railroad ties
- Hatfield was to cut trees, make ties, sell them, and pay Prichard after sale
- Prichard retained ownership until ties were paid for
- Contract prohibited assignment without Prichard's written consent
- Plaintiffs alleged Hatfield was their undisclosed agent when contract was executed
- Prichard seized and sold ties manufactured by Hatfield before contract period expired
- Plaintiffs sued in assumpsit for money had and received
Disputed questions
- Whether Hatfield was agent for plaintiffs
- Whether assumpsit was proper remedy
- Whether Prichard properly seized and sold ties
Procedural history
7 steps- Action filed August 21, 1894 in circuit court
- Defendant demurred to declaration - overruled
- Defendant pleaded non assumpsit and tendered special pleas - most rejected
- Jury trial resulted in verdict for plaintiffs for $1,425.75
- Motion for new trial denied
- Judgment entered for plaintiffs
- Defendant appealed on writ of error
Evidence in the record
- Parol evidence to prove Hatfield was agent for plaintiffs
- Evidence regarding seizure and sale of ties by Prichard
- Contract dated May 28, 1892 between Prichard and Hatfield
- Deed from M.M. Smith to Prichard and Shannon dated February 20, 1889
- Deed from John Lauterbach to Prichard dated January 20, 1890
- Bill of particulars filed with declaration
- Evidence type: Parol evidence of agency · Challenge basis: Contract prohibition on assignment · Trial court ruling: admitted · Reasoning: Agency distinct from assignment; parol evidence admissible to show undisclosed principal · Challenged on appeal: true · Appellate outcome: affirmed
Jury
- [object Object]
Sentencing
Objects of relevance
Authorities
Cited authorities (5)
Related cases (4)
Statutes
- Rev. St. §914 (conformity to state practice)
- West Virginia statute requiring bill of particulars
Standards & doctrines
- Undisclosed principal doctrine
- Equitable action for money had and received
- Federal appellate procedure rules
Legal principles applied
- Parol evidence admissible to prove agency for undisclosed principal
- Assumpsit lies when defendant retains money that in equity should be refunded
- Federal courts independent of state procedural rules for bills of exceptions
Notable quotes
“Assumpsit for money had and received is an equitable action to recover back money which the defendant, in justice, ought not to retain.”majority — Discussing propriety of assumpsit remedyDefines equitable nature of assumpsit action
“It is now well established that a principal can maintain an action on a written contract made by his agent in the agent's name, the contract not disclosing the name of the principal.”majority — Addressing undisclosed principal's right to sueStates fundamental agency principle