McClary's agent. McClary disputes this, and in support offers an affidavit attesting to the fact that Stubbs was never actually impressed with the authority to enter into contracts on McClary's behalf. Instead, Stubbs, a carpenter, was empowered solely to accept delivery of on-site shipments and was acting in that limited capacity when he accepted delivery of Safeway's scaffold equipment. Nor does Safeway contend otherwise.
It is apparently Safeway's contention that merely because Stubbs had the authority to accept deliveries on his employer's behalf, he necessarily had the authority to bind his employer to any and all terms squirrelled away on the back of delivery receipts. That proposition, however, is without any legal foundation.
The governing principles of law are straightforward and do not require extended discussion. As was stated in Capital Food Mart v. Sam Blanken & Co., Inc. 267 A.2d 371, 372 (D.C. App. 1970), "The authority of an [agent] of a corporation to bind the corporation may be inherent in his office, may be expressly vested in him, or may be conferred upon him by virtue of the corporation's course of conduct (apparent authority)."
Particularizing this standard to the facts of record, the conclusion emerges unmistakably that McClary is not bound by the indemnity provision at issue. A review of the undisputed facts reveals that Stubbs lacked actual authority to enter agreements in McClary's behalf. That is made plain by McClary's uncontradicted affidavit. Nor is the authority to enter agreements inherent in a carpenter's scope of duties. That is plain as a matter of common sense. And finally, the facts fail to disclose any course of conduct on McClary's part that would lead to the belief that Stubbs was being held out as authorized to make contracts for his employer. Any other notion would be at odds with the developed facts.
For these reasons, then, defendant-third-party plaintiff Safeway's motion for summary judgment must be, and the same hereby is, denied; and for these same reasons, third-party-defendant McClary's crossmotion for summary judgment must be, and the same hereby is, granted.
JOHN J. SIRICA / UNITED STATES DISTRICT JUDGE
© 1992-2004 VersusLaw Inc.