Appellant was manufacturing paper in Massa clmsetts and shipped a certain lot of paper to Chicago to be delivered by a broker named Spaulding, to persons who had ordered it. Those persons refused to take the paper and Spaulding stored it in a warehouse in his own name. After it was so stored Spaulding went t.o Boston, and while there, his clerk in Chicago communicated to him an offer of one Beers to purchase the paper at seven cents per pound on time, he to give his notes for the amount at the purchase price, due in four and six months.
Spaulding telephoned fyom Boston to the paper company at Lawrence, Mass., stating the offer which had been communicated by his clerk, and the agent of the company replied that the pirice was satisfactory and to make the sale if the party was of first-class credit. Thereupon Spaulding directed his clerk to make the sale if Beers was responsible, and after the clerk had made inquiries of Beers with reference to his business and property he concluded he was responsible, and transferred the warehouse receipts for the paper to him, and received his notes in accordance with the offer and forwarded them to the paper company. Appellant then instituted some inquiries with reference to Beers, which resulted in satisfying the paper company that he was not in first-class credit and they brought this action in replevin to recover the paper which still remained in the warehouse.
The finding and judgment of the court below was for the defendant, and the plaintiff brings the record to this court by appeal, and insists that Spaulding had no authority to sell except in strict conformity with the conditions prescribed by the company, and that as Beers was not in first-class credit, the title to the paper did not pass by the transaction between him and Spaulding’s clerk.
Whether Beers was in good or first-class credit was a matter that appellant left to be determined by its agent. It is very plain from the circumstances that it was expected that the discretion with reference to Beers’ financial standing would be exercised for Spaulding by his clerk in Chicago, for appellant’s agent knew that Spaulding was in Boston, and Spaulding told him when he communicated the offer received from his clerk, that he knew nothing as to Beers’ standing. There is no pretense that there was any fraud on the part of Beers or of the clerk. The latter exercised his honest judgment. If Spaulding had been in Chicago and without any fraud reached the same conclusion reached by the clerk, it is, in our opinion, very clear that the company would be bound by the transaction, and that the title would pass.
The same result must, under the circumstances of this case, follow the exercise of judgment on the part of the clerk, for that the question of Beers’ financial standing should be determined for Spaulding by his representative in Chicago, must be taken to have been in the contemplation of the parties. Where judgment or discretion is reposed in an agent and he, in dealing with a third party, does so on a mistaken j udgment, no fraud intervening, the principal will be bound.
We can not perceive that the fact that the paper company did not know the paper was stored in Spaulding’s name, has any bearing on the case. The authority to sell and deliver the goods was full if Beers should be in good credit, and it therefore makes no difference in whose name the paper was stored.
We think the finding of the Superior Court was right, and the judgment will therefore be affirmed.
Judgment affirmed.
Gajry, J., took no part in the decision of this case.