Opinion
Argued April 29, 1890
Decided May 9, 1890
Carroll Whitaker for appellant.
Wm. Pierrepoint Williams for respondents.
The terms of the contract between these parties gave the plaintiff a right of action against the Blue Stone Company, but none against the other parties to the agreement. The complaint assumes its validity, and no questions in that direction are raised. The sole inquiry is whether a cause of action was alleged against the demurring defendants. The injury charged is an unfair and improper apportionment of the year's business by which the sales of the plaintiff were reduced in volume, and those of the defendants increased. The duty of making that apportionment was imposed on the Blue Stone Company as the agent of each of the contracting parties. No such duty was in any manner put upon the other defendants. They had a right to assume that the apportionment was proper; to make the sales as they were directed; and to receive the proceeds of those sales, less the stipulated commission, and came under no obligation to the plaintiff thereby. If the apportionment was wrong, it was the sole fault of the Blue Stone Company, which is alone responsible to the plaintiff. The proper performance of its duty was in no manner guaranteed by the other defendants, nor did they assume any responsibility in that respect. They have received pay for their own property actually sold at the prices established, and are entitled to retain it. If thereby the plaintiff has been injured, the result flows from no act or omission of theirs, but solely and alone from that of the plaintiff's authorized agent, who must answer for himself. What the plaintiff says with reference to the rule in equity for the joinder of interested parties, is all very well in its proper place. The trouble here is that the defendants demurring have no interest in the action of any kind, and are not necessary parties to any possible remedy of the plaintiff.
The judgment should be affirmed, with costs.
All concur, except RUGER, Ch. J., not voting.
Judgment affirmed.