Classic Mode

Music Trade Review

Issue: 1912 Vol. 54 N. 16

Music Trade Review -- © mbsi.org, arcade-museum.com -- digitized with support from namm.org
THE
MUSIC TRADE
REVIEW
EDWARDS LYMAN BILL - Editor and Proprietor
J. B. SPILLANE, Managing Editor
Executive and Reportorlal Stall:
GLAD. HENDERSON,
A. J . N I C K L I N ,
H. E. JAMASON,
AUGUST J. TIMPE,
C. CHACE,
W M . B. WHITE,
B. BRITTAIN WILSON,
L. E. BOWEHS.
CHICAGO OFFICE:
E. P. VAN HARLINGEN, 37 South Wabash Ave.
Telephone, Central 414.
Room 806.
MINNEAPOLIS and ST. PAUL:
ST. LOUIS:
BOSTON OFFICE:
JOHN H. WILSON, 824 Washington St.
Telephone, Main 6950.
PHILADELPHIA:
R. W. KAUFFMAN.
ADOLF EDSTEN.
SAN FRANCISCO:
CLYDE JENNINGS
S. H. GRAY, 88 First Street.
CINCINNATI, O . : JACOB W. WALTERS.
BALTIMORE, MD.: A. ROBERT FRENCH.
LONDON, ENGLAND: 1 Gresham Buildings, Basinghall St., E. C.
Published Every Saturday at 373 Fourth Avenue, New York
REVIEW
of the association that its broadly representative and national char-
acter shall be firmly established, and it can also, it is hoped, find
directors who will be willing to devote their time and interest un-
selfishly to the development of the association.
The growth of the service and value of the national organiza-
tion will depend much on the character of its opening efforts. If
its power is diverted to special or narrow interests, or if it fails to
keep in the broad unobstructed path of such purely promotive and
constructive work as all its constituent commercial organizations
can be in substantial agreement with, its life will be short. It
would be manifestly unfair to expect too much at once from the
organization. Its directors cannot hope to guide its activities in-
telligently until a fairly complete record of the essential facts in
regard to its constituent members is established and a wide knowl-
edge also of the work of the Federal Government in all its promo-
tive branches is secured by the officers of the national organization.
Probably some study of the methods of commercial organizations
abroad would also be required in order to adapt to the conditions
in the United States those activities which would be appropriate to
the needs of the new association.
P
IANO manufacturers, no matter how great the extent of their
business, or how well it has been systematized, cannot over-
SUBSCRIPTION, (including postage), United States and Mexico, $2.00 per year; Can
look the importance of keeping in constant touch with their repre-
ada, $3.50; all other countries, $4.00.
ADVERTISEMENTS, $2.50 per inch, single column, per insertion.
On quarterly or
sentatives throughout the country. Departments may be in capable
yearly contracts a special discount is allowed. Advertising Pages, $76.00.
REMITTANCES,
in other than currency forms, should be made payable to Edward
hands, and the desk generalship perfect, but in order to get close
Lynian Hill.
to the problems that exist in the trade in widely separated sections
Pi an A anil
Departments conducted by an expert wherein all ques
of the country, it is necessary to return to first principles and get
-ruUlU aUU
t j on g o f a technical nature relating to the tuning, reg-
nonnrtmontc
ulating and repairing of pianos and player-piano* are
into close personal touch with the representatives of the house.
i
d
UCpdl l l l i e i l l d . d e a l t w i t h j w i l l b e found in another section of this
paptr. We also publish a number of reliable technical works, information concerning
Manufacturers should make extended visits throughout the
which will be cheerfully given upon request.
trade at least once a year. In this way they are able not only to
Exposition Honors Won by The Review
keep in closer touch with conditions, but piano merchants are
Grand Prix
Paris Exposition, 1900
Silver Medal.. .Charleston Exposition, 1003
Diploma
Pan-American Exposition, 1901
Gold Medal
St. Louis Exposition, 1904
always flattered at receiving a call from the head of the house with
Gold Medal. ...Lewis-Clark Exposition, 1905
which they are doing business.
LONG DISTANCE TELEPHONES NUMBERS 5982—5983 MADISON SQUARE
For as a matter of fact, the smaller piano merchants do not
Connecting all Departments.
often
visit manufacturing headquarters, and oftentimes they have
Cable address " "Elbtll, New York."
never had a personal acquaintance with the head of the house.
NEW YORK, APRIL 20, 1912.
Hence the value of these periodical visits.
It will be noted that Charles H. Steinway, of Steinway & Sons;
W. B. Armstrong, of the American Piano Co.; H. B. Tremaine, of
the Aeolian Co.; F. S. Shaw, of the Cable Company, and the
EDITORIAL
executives of other large establishments in the trade, make it a
point to make business trips at regular periods, and their example
might well be followed by many of their competitors who overlook
UCH interest is being manifested by progressive members
this imp#rtant essential in business promotion.
of the piano trade as well as other industries in the national
commercial conference to be held in Washington beginning Mon-
It is true that as a business grows, the executive has great re-
day next, April 22, and which will be attended by representatives
sponsibilities along the lines of general guidance which unless it is
of practically every industry throughout the United States, as well
shelved once in a while, confines him wholly and entirely to his
as from such territories as Alaska, Porto Rico, Hawaii and the desk. While this is most essential in the upbuilding of a business,
Philippines.
yet it is a great mistake to extinguish personality and make business
As every national association established for the promotion of
a mere machine. In the piano trade particularly, personality counts
a single commercial interest will be represented it insures the most for much, and it can be best cultivated by the head of the house
truly representative commercial gathering that has ever been
getting out on the firing line occasionally. In this way he broad-
brought together in the United States.
ens his knowledge of conditions and the requirements of his trade,
and he is not compelled to make decisions entirely on information
The spirit and clearness of vision with which the delegates
which reaches him from subordinates.
to this conference approach the task of organization will largely
determine the value and permanence of the national association
Trips of this kind would not be any reflection on the traveling
which it is hoped will be'established at this meeting to be held next men, who by their loyalty and progressiveness have done and are
week.
doing much toward the upbuilding of the industry, for the visit of
In this connection A. H. Baldwin, chief of the Bureau of
the head of the house would be co-operative and stimulative, and
Manufacturers, has emphasized that the primary purpose of the would work ultimately for their interests.
meeting is to establish a broadly representative national organiza-
ERMANENT supervision of so-called "big business" is urged
tion, and this should be kept persistently in view by delegates. It is
by Herbert Knox Smith, commissioner of corporation, in
deemed that loss of time and effort could be the only result, if the
his annual report published last week, in which he made clear that
meeting enters on the discussion of other matters, however im-
"the Federal Government must have a permanent administrative
portant, if these matters are not essentially and closely related to
office through which to supervise interstate corporate business."
the main subject; that is, the plan of organization of the national
After discussing ways by which this can be done, he says: "What-
chamber of commerce. Further, it is believed that it will be diffi-
ever shall be our ultimate policy, however, whether of preserving
cult, if not entirely impracticable, to state at this conference in
competition, of enforcing competition, or of direct governmental
specific terms many of the details of the subsequent service which
regulation of business operations, or whether, as is perhaps more
will be rendered by the national organization. The wisdom of
likely, our policy will be a combination of these various principles,
indicating this service in the broadest terms in planning the organi-
;~t : on seems apparent, and it is believed that the development of in any event such a permanent administrative system is a necessary
part of it. That system must have broad powers of investigation,
the actual details of this service can safely be left to the skill ot
the chosen directors of the organization as advised by the con- taking continuous cognizance of the operations of large industrial
stituent associations. The conference can so fix the essential form corporations."
Enteted at the New York Post Office as Second Class Matter.
M
P
Music Trade Review -- © mbsi.org, arcade-museum.com -- digitized with support from namm.org
THE
MUSIC TRADE
REVIEW
Signing A Business Document Without Reading It.
This is a Topic of Exceeding Interest to Members of the Music Trade Industry as Well as Business Men
Generally—The Liability of a Man Signing a Business Document Without Reading It is Set Forth
Very Comprehensively and the Legal Responsibilities Involved Explained—It Has Been Held That
a Contract Cannot Be Void Merely Because the Party Signing It Was Ignorant of Its Contents, If
No Fraud Was Practiced to Prevent Him from Reading It or Having It Read ; in Such a Case His
Ignorance Was Due to His Own Negligence—The Rule Regarding Negotiable Paper.
CLIENT who is quite an important business man came to me
in great perturbation last week over a muss he found him-
self in—the other party to a contract which my client had signed
without reading was endeavoring to hold him to it. After he had
signed it my client had discovered something in it which he did
not know was there, and which had he known of it would have
prevented him from signing. I was compelled to give him very
discouraging advice in the matter and the whole incident has in-
spired some discussion on the liability of a man who signs a con-
tract, an order, or any form of agreement, without reading it.
The law on the subject is summed up in a recent case in
which the point was squarely decided. The following is verbatim
from the court's opinion: "A contract cannot be avoided merely
because the party signing it was ignorant of its contents, if no
fraud was practiced to prevent him from reading it or having it
read. In such a ease his ignorance was due obviously to his own
negligence."
Almost the only exception to this rule is in the case of a person
who cannot read or write, and who, as the other party knows, be-
lieves the contents of the document to be different than it is.
The reader will note the language of the court in the above
decision, to the effect that ignorance of the contents of a contract
will not avoid it "if no fraud was practiced to prevent him from
reading it or having it read." As to this feature of the law the
courts differ. Every business man knows that it is a common de-
vice of the fraud scheme solicitor to prevent the man he is solicit-
ing from reading the contract, or the order, carefully, by some
misrepresentation as to its contents. "You needn't bother to read
that; it's only a receipt for the goods," or only "a lot of stuff that
doesn't mean anything," are familiar examples. Some States say
that where a man is prevented from reading a contract by mis-
representation as to its contents, he can declare the contract void
and refuse to perform it. This on the theory that the person
deceived might well have been persuaded into signing by reliance
upon the other party's false representations. This rule is not uni-
versal in all the States, but it is the weight of authority and is in
force in the following: Alabama, Arkansas, Georgia, Illinois,
Kansas, Massachusetts, Michigan, Minnesota, Missouri, Nebraska,
New York, Ohio, Pennsylvania, Texas and Wisconsin.
In California, Iowa, Indiana and in a few cases brought in the
United States Courts, the rule is otherwise. These cases hold that
even where one party to a contract makes absolutely false repre-
sentations as to its contents, and by those representations induces
the other party to sign without reading, the agreement can be en-
forced against the latter, if he could have read it and did not. Of
course, in the few States named there is, therefore, no exception
to the ironclad rule that the only safe course is to read everything
before signing. And as a matter of fact, this is the only safe rule
anyway, even with the protection of other States' decisions.
Obviously it goes almost without saying that where one party
to a contract reads it to the other, and distorts its language or omits
or adds anything, the other party is not bound. And this rule is
applied in most States even where the party deceived could have
read the paper under other circumstances. For example, I remem-
ber a case in which one party to a contract about to be executed
met the other as the latter was about to take a train. He was hur-
A
ried and could spare no time to read the paper then, but upon the
other party's representations as to what the document contained
he signed it. It turned out that the representations were false and
the party deceived by them threw the thing over. In the lawsuit
that followed the court decided that the party deceived by the false
representations was not bound.
In order to relieve a person deceived into signing a contract
by false representations, however, the representations must be as
to the actual contents of the paper. False representation as to the
legal effect of the paper is not a good defense.
The courts also refuse to let a party to a contract off unless
the false representations of which he complains have misled him
to his injury. Usually he must show that signing the contract has
damaged him, although there are some cases in which a man was
let out of a contract who could do no more than swear that he
would not have signed it had it not been for the false representa-
tions as to the contents.
The rule as to signing checks, promissory notes and other
negotiable paper under false representations as to the contents is
different. The person who does this is given much less protection
if he signs without reading than if he had signed an ordinary con-
tract. The weight of opinion is this: That for the person who
signs a note, for example, under a misapprehension as to its con-
tents, or where he signs it not believing it to be negotiable paper at
all, he is not liable if his mistake was due to the fraud, deceit or
misrepresentation of another, and this is so even where the note
has passed into the hands of a third party for value.
But there is a most important qualification to this rule, and it
is the qualification that spoils most defenses. It is this—that the
partv who signed must not himself have been guilty of negli-
gence.
Now, what is negligence in such a case? What amounts to
negligence depends on the facts of each case, but many cases have
held that a failure to read the paper or have it read before signing
is negligence. There is a case in Kansas where a man signed a
note which was represented to him to be a copy of an agency con-
tract. In fact, the other party, a total stranger, read it to him
as an agency contract, and he signed it under that delusion. When
it turned up as a promissory note in the hands of a third person for
value received and without notice, the maker refused to pay on
the ground of fraud. The court, however, held that his defense
was bad; he must pay because he had been negligent in not in-
specting the paper before he signed it.
The courts of Connecticut, West Virginia, California, Iowa
and Pennsylvania do not subscribe to the doctrine which I give
above as the weight of opinion. They hold that the maker of a
promissory note is liable for it after it gets to a third party, for
value and without notice, even though he were deceived into sign-
ing it by the grossest false representations. This on the^ same
ground—that nothing will excuse a man who can read from first
examining the documents he signs.
And I repeat what I said in the beginning—and this is the
whole moral here—that the man who puts his name to anything
without very careful study of the contents is liable to find himself
in a much less comfortable bed than he expected,-—Copyright by
Elton J. Buckley,
__ _

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