Question: Red River Commodities, Inc. (RRC), entered into a contract with Kelby Eidsness under which RRC agreed to purchase 250,000 pounds of sun-flowers. Because of a
Red River Commodities, Inc. (RRC), entered into a contract with Kelby Eidsness under which RRC agreed to purchase 250,000 pounds of sun-flowers. Because of a drought, Kelby was only able to deliver 75,084 pounds. The contract contained a clause stating that if Kelby could not deliver the promised 250,000 pounds because of an event unanticipated at the time the contract was formed, Kelby would be excused from performance only if he seasonably notified RRC of his inability to perform. Kelby orally notified RRCs contracting representative, Richard Frith, who Kelby assumed was RRCs agent, about his poor crop in September before the harvest. RRC insisted that Frith was not a contracting agent and had no authority to bind RRC in any way. The RRC-Kelby contract included the following statement: The contracting representative identified below [Frith] does not have the authority to alter or vary the terms of this agreement. He is not an agent of RRC. Nevertheless, after contracts were made, Frith frequently contacted growers for RRC to help with their production problems. Frith talked to growers, inspected fields, and reported to RRC. RRCs manager testified that Frith was his go between with growers such as Kelby. Kelby assumed that Frith was an agent of RRC and therefore that notice to Frith of the drought and Kelbys inability to perform the contract completely would suffice as notice to RRC. In RRCs suit against Kelby for breach of contract, will the court find Frith to be RRCs agent? Discuss.
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