In some of our states, the owners of stock or shares in telegraph companies are made personally liable for the debts of the company. More frequently they are left to the common law of corporations, which would hold only the company as a corporate body.

In regard to the measure of damages, the principal question has been, as in so many other cases, that arising from the rule, "causa proxima non remota spectatur." We have repeated occasion to consider this rule, and the adjudication respecting it, in other chapters, (d) and do not know * that we w need now add to these general considerations anything belonging especially to telegraphic communication. If the telegraph company is in default, but their default is made mischievous to a party only by the operation of some other intervening cause, then the rule above mentioned would prevent the liability of the company; because their default would be only the remota, the remote or removed cause of the injury, and not the proxima, or nearest cause.1 ning v. Roberts, 85 Barb. 463, where it was proved that the defendant was in the office when the dispatch was sent, and agreed to the message as forwarded, the court say: "It is urged that the telegram was not subscribed by the defendant, nor by his authority. But it has been determined, that, under the circumstances of this case, the act of the operator in forwarding the telegram was the act of the defendant. In law, therefore, the manipulations of the operator by which the defendant's name became appended to the dispatch were his own, and were equivalent to an actual personal signing of his name with pen and ink." See also Trevor v. Woods, 36 N. Y. (9 Tiff.)

811. Where the telegram is sent from a written dispatch signed by the sender, it is held that the original writing is the proper evidence of the contract, and not the telegram as received. Kinghorn v. Montreal Tel. Co. 18 Up. Can. (Q. B.) 60; Durkee v. Vt. Central R. R. 29 Vt. 127.

(cc) Thus, in an English case, where one sent to plaintiffs for a sample rifle, saying he might want fifty, and afterwards sent a message to send him three rifles, and the operator telegraphed "the" instead of "three," and fifty rifles were sent, it was held that there was no contract, and no liability for more than three. Henkel v. Pape, L. R. 6 Ex. 7.

(d) See post, vol. iii. p. 178.

1 See Barnesville Bank v. West. Un. Tel. Co. 80 Ohio St 555.

So when the question takes the form, How far shall the claim for mischief or damage be pursued, and for what consequences of their default shall the company be liable? The answer is, only for proximate or immediate, and not for distant consequences. And the meaning of this is, only for those consequences which follow naturally and directly from the failure of the company to perform their contract duly, and therefore may be supposed to have been in contemplation of the parties when they made their contract. (dd) Our notes will show that this question has arisen in many forms; and they will also show the adjudication upon it. (e) 1

(dd) Baldwin v. U. S. Tel. Co. 1 Lans. 126; 64 Barb. 606; 6 Abb. Pr. n. s. 406.

(e) The rule of damages is thus laid down by Earl, C. J., in Leonard v. N. Y., etc. Tel. Co. 41 N. Y. 544: "The measure of damages to be applied to cases as they arise has been a fruitful subject of discussion in the courts. The difficulty is not so much in laying down general rules, as in applying them. The cardinal rule undoubtedly is that the one party shall recover all the damages which have been occasioned by the breach of contract by the other party. But this rule is modified in its application by two others. The damages must flow directly and naturally from the breach of contract, and they must be certain both in their nature and in respect to the cause from which they proceed. Under this latter rule, speculative, contingent, and remote damages, which cannot be directly traced to the breach complained of, are excluded. Under the former rule, such damages are only allowed as may fairly be supposed to have entered into the contemplation of the parties, when they made the contract as might naturally be expected to follow its violation. It is not required must have contemplated the actual damages which are to be allowed. But the damages must be such as the parties may be fairly supposed to have contemplated when they made the contract A more precise statement of the rule is, that a party is liable for all the direct damages which both parties would have contemplated as flowing from its breach, if, at the time they entered into it, they had bestowed proper attention upon the subject, and had been fully informed of the facts." In this case, plaintiffs agents at Chicago had telegraphed to his agents at Oswego to forward 5,000 sacks of salt. In the course of transmission the word sacks was changed to casks. It appeared that the latter term in the salt trade referred to packages of coarse salt containing over three hundred pounds, the former to packages of fine salt containing fourteen pounds. Before the mistake was rectified, the requisite quantity of coarse salt was sent; and, there being no demand for it at Chicago, it was sold at a heavy loss. The measure of damages was held to be the difference in the market prices of the salt at Chicago and at Oswego on the day of shipment, together with the charges of transportation. In Squire v. West Un. Tel. Co 96 Mass. 232, plaintiffs had accepted by telegraph an offer for the sale of a number of hogs in Buffalo. The dispatch was not promptly delivered, and, in consequence, the hogs were sold to another party. The court say: "The sum which would compensate the plaintiffs for the loss and injury sustained by them would be the difference, if any, in the price

1 Manville v. West Un. Tel. Co. 37 la. 214, was to the effect that the measure of damages for a failure to deliver, for four days, a message " to ship hogs at once," was the difference between the market value of the same on the day the receiver got them to market after the receipt of the dispatch, and on the day he could have got them there but for the delay. In Tyler v. West Un. Tel. Co. 60 Ill. 421, it was held that where, through the negligence of the defendant, a sale of a thousand shares of stock was made on the sender's account instead of one hundred shares, the sender being obliged to purchase nine hundred shares to make the sale good, if in the interval between the sale and the purchase of the extra shares there was an advance, such advance would be the measure of damages.

•257 x which they agreed to pay for the merchandise by the message which the defendants undertook to transmit, if it had been duly and seasonably delivered, in fulfilment of their contract, and the sum which the plaintiffs would have been compelled to pay at the same place in order, by the use of due diligence, to have purchased the like quantity and quality of the same species of merchandise. Where the dispatch directed the immediate attachment of property on a suit in plaintiff's favor, and, by reason of delay in transmission, the opportunity for making the attachment was lost, the company has been held liable to pay the whole sum which would have been secured had the attachment been seasonably made. Parks v. Alta Cal. Tel. Co. 13 Cal. 422; Bryant v. Amer. Tel. Co. 1 Daly, 576. It has been held that, even when the loss is the direct result of the error or delay, the company are not liable, unless either the terms of the message itself show that such a loss would naturally follow a failure to transmit promptly and correctly, or the circumstances of the case were explained to the company. Thus, in Landsberger v. Magnetic Tel. Co. 32 Barb. 680, plaintiffs made a contract with parties in San Francisco to buy for them in New York a quantity of pistols, on which they were to receive a commission, agreeing also to forfeit $500 in case of failure to fulfil their agreement. Plaintiffs transmitted $10,000 to their agents in New York, to enable them to fulfil the contract, sending at the same time the following telegram, "Get $10,000 of the Mail Co." Through the negligence of the company, the dispatch did not arrive in season to fulfil the contract. In an action against the company, it was held that plaintiff could recover neither his expected commissions nor the $500 paid as forfeit, but was limited to the amount paid for the transmission of the message, and interest on the $10,000 during the time it was delayed in the hands of the Mail Co.; the court saying that there was nothing in the dispatch to intimate that any other loss would be suffered by the plaintiff from the delay. Similar views are expressed in Gildersleeve v. U. S. Tel. Co. 29 Md. 232; Stevenson v. Montreal Tel. Co. 16 Up. Can. (Q. B.) 530; Kinghorn v. Montreal Tel. Co. 18 Up. Can. (Q. B.) 60. It was held in Shields v. W. & N. O. Tel. Co. 4 Am. Law J. (n. s.) 811, that, where the message is unintelligible to the operator, its value is inappreciable, and the company has no means of knowing the extent of the responsibility involved in its transmission. The dispatch in this case read, "Oats fifty-six; bran one ten; corn seventy-three; hay twenty-five." Plaintiff was allowed to recover only the cost of transmission. On the other hand, in Rittenhouse v. Indep. Line of Tel. 1 Daly, 474, it was held that, so long as the words were plain, the fact that the meaning was unintelligible to the operator would not discharge the company. So Bowen v. lake Erie Tel. Co. 1 Am. Law Reg. 686. Where an order is sent by telegraph for the purchase of an article, and by mistake the name of another article is substituted, and the receiver purchases this last-named article, the company are liable for the damage resulting from the failure to purchase the article actually ordered, but not for a loss on the resale of that purchased by mistake, unless they have had fair notice of such sale. Rittenhouse v. Ind. Line of Tel. 1 Daly, 474; 44 N. Y. 268; W. & N. O. Tel. Co. v. Hobson, 16 Grat. 122.

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