## Facts

- Thomas A. Edison, Inc. promoted its phonograph records through “tone test” recitals comparing live singing to recorded reproduction.
- Maxwell, a company officer, put Fuller in charge of arranging these recitals and dealing with performers.
- Maxwell instructed Fuller to learn performers’ fee demands, state that Edison would cover travel and expenses, and represent that Edison would act as booking agent and ensure payment.
- Fuller was told to make contracts with performers himself and to confirm oral agreements by letter; performers were not to be brought to Maxwell to contract directly.
- Internally, Edison contended Fuller could engage a singer only if Fuller later secured bookings from local dealers, with Edison guaranteeing the dealers’ payments.
- Kidd, a professional singer, claimed Fuller made an unconditional contract for a tour of recitals on Edison’s behalf.
- The jury found the contract was an unconditional engagement and returned a verdict for Kidd.

## Issues

1. Whether the evidence permitted a jury to find that Fuller had apparent authority to bind Edison to an unconditional touring engagement.
2. Whether the verdict should be set aside based on alleged error in submitting apparent authority to the jury or lack of evidence of such authority.

## Decision

- The court denied Edison’s post-trial motion to set aside the verdict.
- The court held there was sufficient evidence for the jury to find Fuller had apparent authority to make an unconditional engagement.
- The court allowed the jury’s finding of an unconditional tour contract to stand.

## Legal Principles

- Apparent authority is assessed from the standpoint of a reasonable third party dealing with the agent in light of the principal’s manifestations and the agent’s assigned role.
- A principal who places an agent in a position that ordinarily includes power to contract may be bound by contracts within that customary scope, even if the agent’s actual authority was privately restricted.
- Undisclosed internal limitations on an agent’s authority generally do not defeat liability when a third party reasonably relies on the agent’s authority as it appears from the principal’s conduct.
- Where evidence supports a finding of apparent authority, the issue is properly submitted to the jury and a verdict will not be disturbed on a claim of no evidentiary basis.

## Conclusion

Because Edison authorized Fuller to handle performer engagements in a manner that reasonably appeared to include power to make firm tour commitments, the jury could find apparent authority, and Edison was bound by the unconditional contract found by the jury.


Kidd v. Thomas A. Edison, Inc., 239 F. 405 (S.D.N.Y. 1917)