We agree that the trial court's blurring of the various theories of agency in its written order renders its decision somewhat ambiguous. Part of the confusion arises from the trial court's mistaken reference to Holman-Baker Co. v. Pre-Design Co., 104 N.H. 116, 179 A.2d 454 (1962) as a case involving apparent agency. However, it is a well settled rule of appellate review that regardless of the authority cited by the trial court, reversal is unwarranted where the trial court reached the correct result.
The issue in this case is whether the defendant is liable on a mercantile claim for merchandise delivered which, it is argued, no officer of the corporation was authorized to purchase. The guide lines for deciding this issue were set forth in Holman-Baker Co. v. Pre-Design Co., 104 N.H. 116, 117-118 as follows: "In the world of credit there is emerging a rule, consistent with modern business practices, under which a principal is bound by the promise of his general agent, whether or not authorized, when such promise is made within the scope of the agent's power. Mearns, Vicarious Liability for Agency Contracts, 48 Va. L. Rev. 50 (1962).
HolmanO. D. Baker Co. v. PreDesign, 104 N.H. 116, 118 (1962) (citations omitted). Clark, a long-standing volunteer with IEEE, was presumably familiar with its policies, including its copyright policies.
This is true even though the third person dealing with the agent did not learn of the existence of the principal until after the bargain was completed. Holman-O.D. Baker Co. v. Pre-Design, Inc., 104 N.H. 116, 118, 179 A.2d 454, 455 (1962). ¶ 15 Peterson's reliance on Garland is misplaced.
This is true even though the third person dealing with the agent did not learn of the existence of the principal until after the bargain was completed. Holman-O.D. Baker Co. v. Pre-Design, Inc., 104 N.H. 116, 118, 179 A.2d 454, 455 (1962). The Restatement (Second) of Agency § 186 (cmt.c) (1957) states that for the purpose of proving that the agent was acting within his authority, parol evidence is admissible, even though the contract is in writing.
We thus agree with the conclusion of the master that plaintiff's argument in this regard is an empty technicality. Holman-Baker Co. v. Pre-Design Co., 104 N.H. 116, 179 A.2d 454 (1962). Plaintiff further contends that the evidence compelled the conclusion that employees of the defendant corporation were "forced" to quit because of its unreasonable employment practices, and that consequently the court should refuse to enforce the restrictive covenant "on general principles of equity."
Since Horst was found to be an undisclosed principal, he could be held liable on the contract. Holman-Baker Co. v. Pre-Design Co., 104 N.H. 116. Furthermore, the plaintiff had a right to join both defendants in her action. Restatement (Second), Agency, s. 210A.