Pierce v. Bucklin

Bigelow, C. J.

Upon a fair interpretation of the contract between the parties, we think the court erred in ruling as a matter of law that there was anything due to the plaintiff when this action was brought. A very wide discretion was vested in the defendant during the continuance of the agency or copartnership contemplated by the parties. He was not obliged to confine himself to any particular trade or business, nor to conduct it in any special or prescribed manner. Nor did the defendant guarantee that there should be any profits as the result of his transactions in California. He had a right to continue the business of the agency during the full term of three years. As incident to this right to carry on business during the term according to his discretion, the defendant had power to contract debts, and to give credit to persons for the price of property sold by him for the purpose of closing the joint dealings of the parties under the contract. Indeed it could hardly be expected that transactions embracing a period of three years could be finished and finally closed and the profits be rendered certain and reduced to cash immediately after the expiration of the agency. The defendant, therefore, did not exceed his - authority in selling the property which he had acquired in California on credit, or in taking a note as the consideration of the sale. Nor was it beyond the purview of the contract, if circumstances rendered it necessary or expedient, to take in payment of such note shares in an incorporated or joint stock company which were of value sufficient, if converted into money, to pay the amount due on the note. We do not mean to say that the defendant'had a right after the expiration of the three years to trade with the profits which he had acquired, or to enter into new enterprises and speculations by which -the money or property in his possession under the contract would be put at hazard; but he was clearly entitled to a reasonable time to finish the business of the agency, and by the use of proper means to convert the profits which he had earned into cash. If, before the expiration of such reasonable time, and while acting in good faith in his efforts to obtain the money for that which he had received in exchange for the property acquired by him under the contract, he met with losses by reason of which, without fault or neglect on his part, the net profits were all lost, and nothing was realized by him as the fruits of the enterprise, he cannot be held liable in this action. The case should have been submitted to the jury with instructions which in substance would have em bodied this view of the relative rights and duties of the parties

Verdict set aside