Smith v. Hansen, Hansen & Johnson, Inc.

Hansen, Hansen & Johnson, Inc. (HHJ) (plaintiff) designed and installed an exterior glass wall for a building. Shortly thereafter, the wall started to leak. HHJ settled with the building’s owner and asserted a claim against Fentron (defendant), a corporation that designed and installed glass walls. HHJ had obtained the glass for the wall through Everett Foster, a Fentron employee. In a meeting about another project, Foster told HHJ that Fentron had some salvage glass to sell. Foster gave HHJ his business card, which showed that he was a “manager of manufacturing services.” Foster led HHJ to believe he was authorized to sell materials on behalf of Fentron, but he was not. Fentron supplied Foster with an office, telephone, and business cards, and his duties included purchasing materials but did not include sales. HHJ later contacted Foster about the glass, and Foster offered to sell HHJ salvage glass for use in multiple projects, including the one at issue here. Foster told HHJ the glass had been rejected from another project because of its color, but it was actually because of manufacturing flaws. HHJ accepted Foster’s verbal offer without requesting a written quote. HHJ believed that it was dealing with Fentron, but Foster was acting without Fentron’s knowledge. At Foster’s direction, HHJ paid for the glass with a series of checks payable “to Foster” or “on his behalf.” Foster told HHJ he needed the first payment to prevent the glass from being destroyed at a salvage yard. After a bench trial, the court found there was apparent authority for Foster’s actions and ordered Fentron to pay damages to HHJ. Fentron appealed.