Procedural Posture: template job descriptions
Defendants, tenants in common of a thoroughbred horse put out to stud, challenged the order of the Superior Court of Los Angeles County (California), which denied their motion for judgment notwithstanding the verdict, pursuant to Cal. Civ. Proc. Code § 629, after a jury found that defendants' agent had ostensible authority to contract on their behalf with plaintiff horse breeders even though less than all of the defendants approved the contract.
Overview
Defendants were tenants in common of a thoroughbred horse put out to stud. Under defendants' syndicate agreement, there was a principal/agent relationship between defendants and a manager who had possession of the horse and reasonable authority and discretion concerning ordinary care and supervision. Plaintiff horse breeders filed a breach of contract action when defendants refused to allow their horse to be breed with defendants' mares despite an agreement to provide stud services signed by the manager. At trial, the jury found against those defendants who had appeared to confer the requisite authority on the manager to sign this agreement. The court reversed, holding that there was no evidence that the manager had authority to enter a contract binding on all members of the syndicate, nor evidence of ratification in the manner required by the syndication agreement. The court held that in the absence of showing ostensible authority, plaintiffs dealt with the manager at their peril to determine the extent of the manager's authority. This determination could not be based on the manager's conduct alone, as agent, but had to be based on conduct by all the defendants as principal.
Outcome
The court reversed the judgment with directions that the trial court enter judgment for defendants notwithstanding the verdict because defendant co-tenants voting yes had no authority to bind the other defendant co-tenants, except as provided in their agreement, and the agreement's requirements for unanimous consent were not satisfied.
