## Facts

- Jerry Bruton, doing business as Reliable Builders, owned a D8 Caterpillar tractor and loaned it to Dr. L. David Ekvall rent-free for land clearing.
- The oral arrangement required Ekvall to provide an operator, pay fuel, and perform routine maintenance; nothing addressed major repairs or overhauls.
- The tractor developed significant mechanical problems, and Ekvall contacted Automatic Welding & Supply Corporation (AWS) to perform repairs.
- AWS first performed field repairs that were only temporarily effective.
- Without contacting Bruton for approval, Ekvall authorized AWS to transport the tractor to its shop for extensive repairs totaling $2,340.89.
- While the tractor was at AWS, Bruton visited the shop on other business, recognized the tractor, learned generally that major work had been done or was nearly complete, and authorized additional work costing $387.80; the cost of the major repairs was not discussed with him.
- After repairs, AWS returned the tractor to Ekvall, who used it for some time.
- AWS billed Bruton for the repairs; neither Bruton nor Ekvall paid, and AWS sued both. Bruton cross-claimed against Ekvall for the cost of the major repairs.

## Issues

1. Whether Ekvall had actual or apparent authority to bind Bruton to pay for major repairs ordered while Ekvall possessed the tractor.
2. Whether Bruton's later conduct at AWS’s shop (knowledge of major repairs, silence, and authorization of additional minor work) ratified Ekvall’s unauthorized repair contract.
3. Whether Bruton could be held liable under quasi-contract/unjust enrichment for benefits from repairs he did not request or ratify.

## Decision

- The Alaska Supreme Court reversed the judgment holding Bruton liable for the major overhaul and other unauthorized repairs.
- The court held Ekvall lacked actual or apparent authority to obligate Bruton for major repairs under an agreement limited to routine maintenance.
- The court held Bruton did not ratify Ekvall’s repair contract because Bruton lacked knowledge of material facts, including the financial obligation, and did not clearly assent to adopt the transaction.
- The court rejected quasi-contract/unjust enrichment as a basis to impose liability on Bruton for repairs ordered solely by Ekvall.
- The court affirmed Bruton’s liability for the $387.80 in repairs Bruton personally authorized, treating that work as a separate contract with AWS.

## Legal Principles

- A permissive user responsible only for routine maintenance does not, without more, have actual or apparent authority to bind the owner for extensive, expensive repairs.
- Apparent authority requires manifestations by the principal to the third party; possession and use of property alone does not establish authority to order major repairs at the owner’s expense.
- Ratification of an unauthorized contract requires the principal’s knowledge of material facts and conduct that clearly shows an intent to adopt the transaction; awareness that work is being done, without meaningful knowledge of the cost and without clear assent, is insufficient.
- Quasi-contract/unjust enrichment generally does not impose payment duties on an owner for substantial services rendered at a third party’s request when the owner neither requested nor ratified the services, even if the owner receives incidental benefit.
- A party is liable for work he expressly orders and accepts, where mutual assent and consideration support a direct contract.

## Conclusion

The court limited the owner’s liability to the repairs he personally authorized and refused to impose responsibility for a costly overhaul ordered by a borrower, absent proof of agency, knowing ratification, or a valid quasi-contract basis.


Bruton v. Automatic Welding & Supply Corp., 513 P.2d 1122 (Alaska 1973)