m ^ 1 ir-' ^ ^OFCAUFOR^ ^OFCAllFOff^ ■^t?Aavaan-i^ ^tfOjnV3JO-^ %UDNYS(n^ .t^rUKIVERS/A '^mmm^ i ^ ^ 3 ^\MfnNIVfl!% ^lOSANcner^ &Air 55{vlllBlfAKYQr vAtllBRARYQ^ ^OFCAllFOff^ ^OF CAllFO«»;j^ ^# "^^^Awaan-^ ^rnjoNvsw'^ ^•iifti = .^ %a3A -^tllBRAKYOr ^IIIBKAI ^iJOJIlVDJO'^ ^^,OF•CAllFOM|^ v<>. .'^ ^ ^(?Aavaai># ^(?Aavaan-i'^ ^^^\El)NlVERS■/^ ^10S-, -no O U. AVtONIVtRJ/^ j^lOSANttUjr^ 5 %a3AiNnjv{^^ ;iw ^tfOJnVDJO'f^ ^i5T33NYS01^ "^/SM/ ^OFCAIIFOR^ ^t^MMNIVERS/^ ^lOS ^NtXtunivtKV^ ^lU^•AMltUJ^ ^t-UBKAHTf^^ = .< -n <—» 3 ' ^„ *»* See also Calalngue at end of this Volume. "^ j\ I ic STEVENS AND SONS, 119, CHANCEEY LANE, W.C. Wilson's Supreme Court of Judicature Acts, Apellate Jxiris- diction Act, 1870, IJules of CoTiit and Forms, with other Acts, Orders, Rules, and Regulations relating to the Supreme Court of Justice, with Practical Notes. Second Edition. Ry ARTHUR WILSON, of the Inner Temple, Jiarrister at-Law. (Assisted by HARRY GREEN WOOD, of Lincoln's Inn, Earrister-at-Law, and JOKN RIDDLE, of the Master of the Rolls Chambers.) Royal 12uio, 1878. Price 18s. cloth (or limp leather for the pocket, price 22s. dd.) *#* A Largo Paper Edition of the above (for Marginal Notes), Royal 8vo. Price 11. S*. cloth (calf or limp leather, price c'O/ .) Stone's Practice for Justices of the P'eacj, Justices' Clerks, and Solicitoi's, at Petty and Special Sessions in Summary Matters and Indictable Ofl'onccs, with a List of Summary Couvietim is and of ]\Iatters not Criminal ; with Forms. Eighth Edition. By THOjIAS SIRRELL PRITCHAKD, of the Inner Temple, Esq., Barrister-at-Law, Recorder of Wenlock. In 1 vol. Demy 8vo. 1877- Price 1?. 10s. cloth. "In clearness of exposition, in choice of matter, and above all, in orderliness of arrauge- iment, the book leaves little to be desired . . . '. The book, as a whole, is thoroughly satisfactory, and Laving gone carefully through it, we can recorameiKl it with confidence 'to the numerous body of our readers who are daily interested iu the subjects to which it relates." — Solicitors Jo anuil, Decembers, 1877. (Chitty on Sills of Exchange and Fron-^issory 2?otes, with references to the Law of Scotland, France, rnd America. Eleventh Edition. By JOHN A. RUSSELL, Esq., LL.B., one of Her Majesty's Counsel and a Judge of County Courts. Demy 8vo. 1878. Price 28s. cloth. TWoodfall's laandlord and Tenant. — With a full collection of Precedents and Forms of Procedtu-e. Eleventh Edition. Containing an abstract of Leading Propositions and Tables of certain Customs of the Country. By J. M. LELY, of the Inner Temple, Esq., Barrister- at-Law. Royal 8vo. 1877. Price 11. 16s. cloth. Roscoe's S>ige£-t of the Iia'w of I^vidence in Criminal Cases. — Ninth Edition. By HORACE SMITH, of the Inner Temple, Esq., Ba-ristA3r-;,it-Law. Royal 12mo. 1878. PrtefrlL lis. Gd. cloth. lluQsell's Tr ^atise on the Duty r.nd Porwre* of an Arbitrator, am. the Law of Submissions and Awards ; witfiim Ajipcmtix of Fornvj and of the Statutes relating to Arbitration. fe^uJrRAJs''CIS liUSSELL, Esq., Bai-rister-at-Law. Fifth Edition. RoyafSj/o. 187S. Price IL IGs. cloth. " Tlie a. rangement is good and clear, and the s;.atement-»f-piinciples and examination ' cases intelligent and ea.sy to loliow." — So!i:itois Journal, Jauuaiy IU, 1878. xentics's Froceedinixs in an AcAon in the Qi^wcn's ScncL., Common Pleas, and Exchequer Divisions of the High Court of Justice. Ey SAMUEL PRENTICE, of the Middle Temple, Esq., one of Her Majesty's Counsel. Demy Svo. 1877. Price 10s. Gd. clotli. look car be sanely rccouimeuded to .students aud [iractitionors .... Ths UBS appear to be fully noticed." — Law 'limes, November 10, 1S77. ler for the stade.it or pra>nitiouer, we can cordially recommend the work." — Law Tracts, December, 1877. I \ li's SSigerfc of the E.aw of Fartaership.—Ey FREDERICK OLLOCK, of Lincoln's Inn, Esq., Barrisier-at-Law. Author of I Principles; of Contract at Law and in Equity." Demy Svo. 1877. ice 8s. 6c?. cloth. lUock's work appears eminently satisfactory . . . the book is praiseworthy scholarly and coaipl.^to iu execution."— Saturday Review, May 5, 1877. L's T:teatijeoii the I.u,-^ of Sasi^znents. — Second Edition, JOHN LEYBOURN GODDARD, of the Middle Temple, Esq., iister-at-La sv. Demy 8vo. 1877. Price IG.s-. cloth. 3 has the s.ibject licen treated so exhaustively, and we may add, so , as by Mr. iodd^i.rd. We recomiueud it to the most careful sti;dy of the , as weU as to the library of the practitiuuer." — Law Times. n's Elements of International Iiaiv. — English Edition, ited, with Notes and Appendix of Statutes and Treaties, bringing the n-k down to the present time, by A. C. tiOYD, Esq., LL.B., Barrister- s-Law, Author of the " Merchant Shipping Laws." Demy Svo. 1878. 'rice IL 3s. cloth. ' ""^ {.., i ■-, 'Z •: . / .!$i-.:.t ^ 7 1 / 1 ■ ->_ —^.r --/— f^ — -^ ■ -^ "- / — "-^ — ■ Standard Law Workr are kept in Stock, in laiu calf and other hindii'.^' A MANUAL ^i\t Eato PBINCIPAL AND AGENT. BY EZEKIEL CHARLES PETGRAVE, ATTORNEY AT LAW. li LONDON: ' Y. & R. STEVENS AND G. S. NORTON, UalD 13ooRseIIcrs anii ^^ublisfjcrs, 26, BELL YARD, LINCOLN'S INN. 1857. ^H13\/I^ T P44Z9f I.ONDCN : PRINTED BY C. noWOUTII AND SONS, nF,I,I, VAKI), TEMI'I.r liAK. PREFACE. It occurred to the Writer of the following pages, that a short treatise on the Law of Principal and Agent, somewhat more copious and comprehensive than the chapters devoted to that head in works of a general character, such as Addison on Contracts or Smith's Mercantile Law, but still not aspiring to the difFuseness of such a treatise as Mr. Justice Story's Commentaries on the Law of Agency, might be found useful by practitioners. No English work on the subject has appeared for some years, and since Mr. Story's treatise was published there have been numerous decisions in the English Courts on certain branches of the law of Agency. In the following treatise the Writer has availed himself of the work of Mr. Justice Story to a great extent ; but, as any one at all conversant with the a2 IV PREFACE. Reports will observe, he has added a very con- siderable number of cases, including the latest decisions in any way connected with the Law of Principal and Agent. He has studied brevity in those branches of the subject which are firmly settled, and on which there appears little Ukelihood of any questions being mooted. The Author feels that some apology is due for one, in his branch of the profession, writing a treatise connected more with the theory than the practice of the law. The apology must be, that he wrote the work some years ago when he had considerable leisure time on his hands. He has recently, amidst numerous other engagements, made a few additions, and now presents the result of his labours for what it is worth. Bath, March, 1857. TABLE OF CONTENTS. Chapter I. OF THE RELATION OF PRINCIPAL AND AGENT. SECT. PAGE 1. Who may appoint agents . . . 1 Married women . 2 Infants . . . 3 Agents . . . 3 Corporations 6 2. Who may be agents . 6 3. Of the mode of appointing agents . 9 By deed . . . 9 Agents of corporations . 10 For creating freehold interests . 11 Letters and other means . 12 4. Different kinds of agents . . . 14 Auctioneer . 15 Broker . . . 15 Factor . . . 17 Ships husband . . . 18 Master of ship . . . 18 Sharebroker . 19 Joint Agents . 20 a3 VI TABLE OF CONTENTS. Chapter II. THE DUTIES AND OBLIGATIONS OF AGENTS. EC T. PAGE 1. Of the general duties of all classes of agents . 22 Remunerated agents . . . • . . . . 22 Amount of skill required . . . 22 Moral duties .. . 25 Not to purchase from principal .. . 26 Keep accounts . . . 30 Keep property separate . 31 Obey instructions . 37 Sudden emergency . 39 Follow usual course of dealing .. . 40 Use adequate skill . 40 2. Duties of agents employed to buy or sell . 46 1. Employed to buy .. . 46 to insure goods . . . 49 2. Employed to sell . . . 51 Selling on credit . 51 3. Duties of agents employed to receive or deliver goods . 54 To effect insurance . 55 Common carriers .. . 56 4. Liabilities of agents to their principals . . . 59 For breach of duty .. . 60 For tort .. .. 61 5. Defences of agents against claims of principals . 63 Ratification by principal .. . 64 Damnum absque bijurui .. . . .. 67 Overwhelming necessity .. .. 67 Ambiguous instructions • • .. 68 Chapter III. THE RIGHTS OF AGENTS AGAINST THEIR PRINCIPALS. 1. Right to commission, expenses, &c. Commission not claimable till duty performed TABLE OF CONTENTS. VU SECT. PAGE 1. Right to commission, expenses, &c. — continued. Advances made by agent .. .. .. ..71 Loss sustained in employment . . . . . . 74 Commission lost by careless conduct. . .. ..76 2. Agent's lien .. .. .. .• .. ..78 Particular or general .. .. .. .• ..79 Lien, how lost .. .. .. .. .. ..81 Person claiming lien cannot sell . . . . . . 82 3. Rights of sub-agents . . . . . ■ . . . . 83 Sub-agents must have privity with principal . . 84 Chapter IV. OF THE AUTHORITY OF THE AGENT. 1. The authority of the agent generally .. .. ..86 Powers incidental to authority .. .. ..86 General or special . . . . . . . . . . 89 Confined to subject matter . . . . . . ..90 If ambiguous instructions given, principal is bound 92 2. Difference between general and particular authority .. 94 Usual mode of dealing .. .. .. ..94 Special delegation . . . . . . . . . . 96 Previous employment . . . . . . . . . . 99 3. What excess of authority is justified by circumstances 103 Particular necessity . . . . . . . . . . 104 Whether void for excess or irt iofo .. .. ..106 4. The extent of authority among non-mercantile agents .. 107 5. The extent of authority among certain kinds of agents. . 109 Master of ship 110 Auctioneer .. .. .. .. .. .. 113 Broker . . . . . . . . . . .... 1 14 Manager of bank .. .. .. .. .. 115 Sharebroker .. .. .. .. .. ..116 6. Of the authority given to factors by the Factors' Acts.. 118 6 Geo. 4, c. 94 118 5 & 6 Vict. c. 39 120 NavuUhaw \ . Brownrisg .. .. .. ..121 VIU TABLE OF CONTENTS. SECT 7. Of payments to agents and their consequences Payment must be in course of employment To agent of both parties To principal's advantage In discharge of a security Of money not due Right of principal not to be called in question In consequence of agent's fraud PAGE . 128 . 128 . 130 . 131 . 132 . 133 . 133 . 13i Chapter V. OF THE LIABILITY OF PRINCIPALS ON CONTRACTS. Principal always liable if agent is duly authorized to contract .. .. .. .. .. ..13^ Chapter VI. OF THE LIABILITY OF AGENTS ON CONTRACTS. 1. Contracts in writing Under seal Not under seal . . Not disclosing principal on face of the instrument By signing agent's own name . . Effect of declaration of agent's character Bills of exchange 2. Contracts generally Not disclosing principal Causing credit to be given to himself Pledging his own credit Contracting for irresj)onsib]e principal foreign mercliant Government agents Exceeding authority .. Acting without authority for ostensible principal 137 137 138 138 139 140 146 150 150 150 151 152 152 153 153 155 TABLE OF CONTENTS. IX SECT. PAGE 3. As to third persons' right of election as to whom they will sue .. .. •• •• •• •• 15** Alteration of circumstances .. 4. Effect of principal's ratification as to third persons What amounts to a ratification Ratification cannot always raise a duty Ratification of a wrongful act . . 160 164- 165 167 168 Chapter VII. OF THE MANNER IN WHICH AN AGENT MAY BIND HIS PRINCIPAL. By deed 169 Written instrument not under seal .. .. .. 171 Chapter VIII. DETERMINATION OF PRINCIPAL'S LIABILITY. By completion of business .. .. .. .. 177 Agent's rights not to be aflfected .. .. .. 179 Chapter IX. OF THE LIABILITY OF PRINCIPAL AND AGENT FOR MISREPRESENTATION. 1. Misrepresentation generally 2. Misrepresentation of agent, and its consequence principal Contract may be rescinded Agentof public company Agent disobeying principal's instructions Notice to agent, notice to principal . . 180 to 182 183 185 186 187 X TABLE OF CONTENTS. SECT. PAGE 3. Consequences of misrepresentation to agent .. .. 187 Agent liable in action on the case . . . . . . 188 If agent is misled by principal, the latter is liable . . 189 Chapter X. OF THE LIABILITY OF PRINCIPAL AND AGENT FOR TORTS. 1. Principal when liable If he puts it in power of agent to commit a tort Agent exceeding authority Agent holding independent business. . 2. Agent liable for wilful tort 3. Public agents 191 192 195 196 197 199 Chapter XI. AUTHORITY OF AGENT TO BIND THIRD PERSONS. 1. Third person always liable to real principal 2. Authority under written contracts Written contracts not under seal Agent party to contract may sue But principal may supersede him . . Party to bill of exchange alone can sue 201 202 203 205 206 207 Chapter XII. WHERE PRINCIPAL ALONE CAN SUE ON A CONTRACT. If disclosed, principal alone can sue 208 TABLE OP CONTENTS. XI Chapter XIII. WHERE EITHER PRINCIPAL AND AGENT MAY SUE ON A CONTRACT. 1. Agent's right to sue subject to principal's right . . 210 Where principal is undisclosed .. .. .. 212 Undisclosed principal subject to same equities as agent . . . . . . . . . . . . . . 214 Cases on principal and agent's right to sue . . . . 216 Distinction between executed and executory contracts 217 225 226 226 226 228 229 230 231 231 2. Where agent may sue alone No agent has an exclusive right If he has special property Selling under del credere commission. May recover his commission, &c. Where only ostensible principal 3. Modification of agent's rights Defences good against principal good against agent Agent's right of lien or set-off Chapter XIV. OF PAYMENTS BY AGENTS. Absolute payment by agent discharges principal . . 233 Conditional payment . . . . . . . . . . 233 Principal may recover payment wrongly made . . 234 Payment made after notice .. .. .. .. 235 xu TABLE OF CONTENTS. Chapter XV. WHERE PRINCIPAL AND AGENT MAY SUE FOR TORTS OF THIRD PERSONS. 1 . Where principal may sue . . . . . . . . . . 236 2. Where agent may sue .. .. .. .. .. 237 Chapter XVI. OF THE DETERMINATION OF THE AGENCY, 1. Principal may revoke authority .. Unless work commenced Agent having interest . . Revocation of appointment of substitutes 2. Time of revocation of authority .. Revocation dates from time it is known Continuing offers, &c,, when revoked 3. Manner of revocation By express revocation . . By inference 4. Renunciation of agent .5. Dissolution by operation of law Marriage Death Insanity Bankruptcy Extinction of subject-matter of agency Expiration of time for which agency is created 239 239 240 241 241 241 242 243 243 243 244 244 244 245 246 246 247 24,' TABLE OF CASES. PAGE Acey D. Fernie .. .. 243 Adams v. Lindsell . . . . 242 Adamson «. Jarvis.. .. 74 Addison ?;. Gandasequi .. 152 Alexander v. Alexander . . 96 V. Gibson .. 184 V. M'Kenzie . . 97 Alley V. Hotson . . . . 247 Amos V. Temperley 143, 175 Anderson t). Hillier .. 129 Anon . . . . . . 245 Appleton V. Binks 138, 140, 170 Armory v. Merryweather . . 76 Aspinall I). Pickford .. 81 Atkyns v. vVmber . . . . 229 Attwood t). Munnings .. 91 V. Small . . . . 181 Backhouse v. Taylor 88, 109 Ball «;. Dunsterville .. 10 Bank of U. S. v. Dunn . . 116 Baring v. Corrie 16, 17, 129, 215,216 Barker v. Greenwood . . 131 V. Harrison . . 27 Barnes v. Pennell . . . . 185 Bartlett y. Pentland .. 128 iateman v. Phillips . . 206 ^ates «. Pilling .. ..168 J .ayley v. Wilkins 20, 72, 117 ' ayliffe v. Butterworth 20, 73, 117 ' eckham t). Drake.. .. 207 ieldon ?;. Campbell .. 110 iiell V. Ilea 28 Berkeley v. Hardy . . 171,203 PAGE Betts i;. Gibbins .. ..71 Bickerton v. Burrell 204, 214, 218, 220, 229 Blackburne v. Scholes . . 248 Blore V. Sutton .. ..167 Boorman v. Brown 48, 52, 61, 62 Bosanquet v, Dudman . . 80 Bouzi «. Stewart .. .. 233 Boville V. Bradbury 6, 38 Bowen v. Morris . . . . 174 Brind v. Dale . . . . 59 Brittain v. Lloyd . . . . 73 Bromley v. Coxwell . . 5 Brouncher v. Scott . . 227 Brown v. Andrew . . . . 21 V. Litton .. ..31 Brunton V. Thompson .. 212 Buckley, Ex parte. . 150, 175 Bull V. Price . . . . 70 Buller V. Harrison . . .. 132 Burls t). Smith ,. ..154 Bush V. Steinman .. .. 193 Caffrey v. Darby . . • . 60 Carr v. Jackson . . . . 144 Catlin V. Bell . . 4, 38 Chapman v. De Tasket . . 69 Chedworth v. Edwards . . 30 Child V. Morley . . . . 72 z;. Morris .. .. 153 Chilton V. London and Croy- don Railway Company . . 10 Clarke v. Tipping . . 31, 32, 40 - V. Shee . . . . 236 Cobi Beek .. ..134 Cockram v. Irlam . . . .4, 18 b XIV TABLE OF CASES. PAGE Coggs V. Bernard 24, 41, 55, 57, 76, 191,244 Coles V. Trecothick 3, 5, 65 Coleman v. Riches.. 92, 96, 186 Collen r. Wright .. 145,155 Cooke ?;. Farquhar.. ,. 212 i'. Seeley .. .. 212 V. Wilson 213, 225, 229 Coomhes' case .. ..1,4 Cope ('. Rowlands .. 16, 75 Coppin V. Craig . . 227, 229 V. Walker 229, 230, 231 Cornforth v. Fovvke 183, 184, 186, 189 Cornwall v. Wilson 48, 105 Cotman f. Orton .. .. 129 Courier v. Pulter . . . . 68 Cox v. Midland Rail. Co. 101, 102 «;. Prentice .. ..132 Croft ?;. Alison .. ..195 Cutter t;. Powell .. .. 71 Davis V. Bowsher . . . . S3 De Bouchout t). Goldsmid 118 De la Chaumette v. Bank of England 231 Delaney v. Stoddart 50, 51 Denew i;. Daverell . . .. 77 Dias V. Cruise . . . . 40 Dickenson v. Lilwall . . 2 1'3 Diplocke j^. Blackburne .. 31 Dironi r. Cook . . . . SI Dixon V. llanimond 36, 42 V. FiWart .. .. 247 Doe rf. Mann w. Walters .. 168 1;. (loldwin .. .. Gl' Doorman 0. Jenkins .. 45 Downmaii r. Williams 143, 172, 174 Drinkwater v. Goodwin 80, 209, 228,231, 232 Duncan v. Benson . . ..112 Dunstan »;. Imperial Gas Co. 10 Dyas V. Cruise . . . . 12 East Iiuiia Co. v. Ilunsley 154 Eaton/'. Bell .. ..153 PAGE Eicke V. Mayer . . . . 69 Elderton v. Emmens . . 239 Emerson v. Blonden . . 7 Entwistle v. Dent .. 37, 47, 61 Evans V. Trueman . . .. 123 Fairbrother r. Simmons .. 15 Farnsvvorth v. Garrard - . 71 Favenc v. Bennett 128, 235 Fenn v. Harrison . . . . 88 Feret y. Hill ,. ..185 Ferguson v. Carrington . . 65 Fish u. Kimpton .. ..215 Fitzherbert t). Mather .. 187 Fletcher v. Marshall 238, 240 Fox V. Mackreth . . . . 8 Franklandt;. Cole .. ..42 Franklyn y. Lamond .. 151 Freeman v. Rosher 168, 198 Frost «;. Oliver .. ..113 Gardiner v. Davis 214, 230 Gardner v. Baillie . . . . 91 Garside v. Trent Nav. Co.. . 43 Gaussen v Morton . . . . 240 George V. Claggett .. 215 Geraldine, The .. .. 19 Gibson t'. Winter .. .. 234 Gidley v. Lord Palmerston 153 Godfrey 1'. Saunders .. 21 Gonzale?\ Sladen .. ..228 Goodland r. Bleweth ..133 Goom V. Y^Halo . . . . 16 Gordon v. Brooke . . . . 88 V. Pym . . , . 63 Gosbell D. Archer .. .. 171 Gosling V. Birnie . . . . 36 Goswell V. Dunkley . .5, 35 (ioupy ji. Harden .. .. 148 GraJKim !'. Jackson .. 3 Grant i'. Norway .. ..112 Gratitudine, The .. 104, 111 Gray ?;. Gulteridge.. .. 139 Gregg V. Wells . . . . 99 Grove v. Dubois . . .62 Guthrie i;. Armstrong .. 21 TABLE OF CASES. XV PAGE Hall V. Griffin . . . . 36 V. Major of Swansea . . 10 V. Smith Hammond v. Barclay V. Holliday Hardman v. Wilcock Harrison v. Jackson Hartop, Ex parte . . Hatch V. Hatch Hatfield v. Fhillips Hawtvvayne v. Bourne Hazard v. Treadwell Heald v. Henworthy Helyear v. Hawke . . Henderson v. Barnewall 199, 214 .. 80 .. 71 36, 133 10, 169 .. 135 .. 30 .. 119 106, 110 99, 242 160, 162, 163, 164 .. 184 4, 16, 114 . 132 . 151 1 . 183 Hyde v. Johnson Hylton V. Hylton PAGE 2 . 30 Hen V. Caisby Henson v. Roberdeau Heraud v. Leaf Hern v. Nichols Higgins V. Senior 138, 139, 140, 205 Hill V. Hitching .. ,. 71 Hinde ?). Whitehouse .. 16 Hodgson i». Anderson .. 240 Hogg v. Snaith . . . . 91 Holderness v. Collinson . . 79 Horsefall v. Fauntleroy 65, 164 Houghton V. Matthews 81, 226 t). Williams .. 153 Haward «;. Tucker . . 72, 77 Hazard v. Treadwell . . 242 Howell V. Harding ... 77 Hubberstyi). Ward.. 96,113 Hudson V. Granger 231, 247 Huguenin v. Baseley . . 30 Humble v. Hunter. . 223, 229 Humfrey v. Dale 138, 158, 205 Humphrey t;. Lucas .. 211 Hunt V. Rousmaniere . . 245 Hunter v. Atkins . . . . 30 V. Princeps . . 237 • t!. M'Gown . . 58 ■ i». Parker .. 10,170 Hurley v. Baker .. ..133 Hurst n. Holding .. .. 77 Ingram v. Ingram . . . . 4 Ireland v. Thompson 35, 85, 88, 113, 131 Jenkins v. Hutchinson 144, 145 V. Morris Johns V. Simons Jolmston V. Usborne Jones V. Bird V. Evans V. Littledale V. Moore V. Pearl V. Thomas Joseph V. Knox Kaye t\ Brett Kemp V. Pryor Kieran v. Sandars Kirkman v. Strawcross Knight V. Barber . . V. Fox Kruger v. Wilcox . . Kymer v. Suwercrop Lambert v. Heath . . Lane v. Cotton Langton v. Hughes Laugher v. Pointer Laussatt v. Kippincott Lawson v. Kirk Leadbitter v. Farrow Leader v. Moxton . . Learoyd v. Robinson Lech V. Mastaer Lees V. Nuttall Lennard v. Robinson Lewis V. Nicholson Lindas v. Bradwell Lockwood V. Abdy Loraine v. Cartwright Lord V. Hall 158 148 110 235 200 172 138 34 82 30 204, 238 97, 129 105 36 79 187 194 80 160, 161, 178 20,48 .. 197 .. 75 .. 193 5 .. 49 .. 175 .. 200 .. 126 .. 43 .. 27 .. 141 .. 141 7, 147 .. 36 .. 68 4 XVIU TABLE OF CASES. PAGE Toligno V. Martin .. .. 166 j Tomkins v. Wiltshire . . 32 i Toplis V. Grane . . . . 77 i Treveylan v. Chanter 29, 63 Trueraan v. Loder .. . . 158 Tyrer v. King . . . . 114 Underwood v. Nicholls 128, 131 Vandaleur v. Blagrave 130, 184 Vere t). Ashby .. .. 19 Wakefield i;. Newbon .. 134 Wallace v. Telfair . . . . 50 Walsh V. Whitcomb . . 240 Watson V. King . . . . 245 Webb V. Page . . . . 59 Webster v. Dr. Tastet . . 51 Westropp i;. Solomons 73,117 Westwood V. Bell . . 80, 85 Weyland v. Elkins . . 192, 194 White V. Lady Lincoln . . 76 Whitehead «. Tuckett .. 12 ' V. Vaughan . . 227 Whitfield V. Le Despences 199 Wilkes w. Back .. ..170 Wilkins v. Wilkins . , 33 Wilkinson v. Candlish Williams v. Jay V. Millington V. Piggott Wilson V. Barthrop V. Brett V. Cornwall V. Dickson . V. Hart V. Poultern. V. Tummon V. Zulueta . Wiltshire v. Sims . Wolff" t). Horncastle Wren v. Kerton Wright V. Cookes . V. Dannah . V. Proud . PAGE .. 129 .. 42 15, 114, 226, 238 .. 102 .. 175 43, 44 .. 46 .. 59 156, 158, 179 .. 65 64, 167 .. 153 .. 88 72, 105, 173,227 .. 31 .. 183 9,29 .. 30 Wyatt V. Marquis of Hert- ford .. 164,179,234 Wynne v. Wynne . . . . 7 Zouch V. Parson Zulueta V. Vinent 3 36 THE LAW PRINCIPAL AND AGENT. CHAPTER I. OF THE RELATION OF PRINCIPAL AND AGENT. Sect. I. WHO MAY APPOINT AGENTS. Any person, wlio has a right to enter into a con- tract or to do any act in his own name and on his own account, may by the common law appoint an agent to enter into such contract or perform such act for him {a) ; and a person joined with others in partnership may appoint an agent to act for all in the conduct of any matter connected with the part- nership business (Jb). There is, however, one ex- ception to this general principle by statutory enact- ment, for a man, by the 21 Jac. c. 16 (Statute of (a) Coombe's case, 9 Co. Rep. 75 b. (b) Story, § 39. But one of a committee of shareholders ap- pointed to carry on a periodical is not empowered to contract with any one for the supply of literary articles. Heraud v. Leaf, 17 L.J.^ C. P., 57. P. A. B 2 OF THE PRINCIPAL AND AGENT. Limitations), cannot appoint an agent to sign an instrument, so as to exclude a case from its opera- tions. Tins enactment has not been adopted in the 3 & 4 Will. 4, c. 42, under which an agent lawfully authorized may, equally with his principal, prevent time from being a bar to a claim, by com- plying with the requisitions therein directed. The enactment of the first section of the 9 Geo. 4, c. 14, is, that no acknowledgment or promise by words shall be deemed sufficient evidence of a new or continuing contract, unless such acknow- ledgment or promise shall be made in some writing to he signed hy the party chargeable thereby. In consequence of these last words, it has been solemnly decided, that an acknowledgment signed by an agent on behalf of a debtor is not sufficient (c). It is doubtful whether, if the agent's authority were in writing, there would or would not be a sufficient connection between the two documents to satisfy the statute {d). Persons not sui juris, married women, infants, idiots, lunatics, being generally incapable of con- tracting on their own account, cannot appoint agents. Married women are ordinarily incapable of ap- pointing an agent or attorney. But it would appear (c) Ihjde V. Jolmsov, 2 Binff. N. C. 780. ((/ ) Siiiitli's L. Cases, vol. i. p. 322. WHO MAY APPOINT AGENTS. 3 that where a married woman can do any act with the assent of her husband, she may, with his assent, appoint an agent to do the same act ; and that she may also depute another to perform any act affect- ing her separate property, because in relation to such separate property she is generally treated as a feme sole. But the matter does not seem to be satisfactorily settled (e). A wife certainly cannot appoint an attorney to surrender her copyholds without a custom to that effect ; and it seems doubtful whether she could do so even by virtue of a custom (f). Infants may authorize a person to do any act which is for their benefit, but not to do any thing to their prejudice. Thus, an infant may give a letter of attorney to another to take a livery on a feoffment to him, but he cannot appoint a person to make a livery in his name, as a grant is taken most strongly against the grantor (g). A person may have a right to contract or act for others, and yet be unable to appoint an agent to do so, or rather a substitute ; he must be able to do all he requires in his own name and on his own account, otherwise he cannot appoint an agent (h). (e) Story, § 6. (/) Bright on Husband and Wife, vol. ii, p. 51 ; Graham V. Jackson, 6 Q. B. 811. {g) Zouch V. Parsons, 3 Burr. 1808. {h) Coles V. TrecotUck, 9 Ves. jun. 251. b2 4 OP THE PRINCIPAL AND AGENT. In short, one agent cannot, without committing a breach of faith, appoint another to do what he is himself directed to perform ; for the authority, being a confidence in him personally, it cannot be assigned to a stranger, whose ability might not be known or trusted by the principal (i). Thus, an executor empowered to sell property must dispose of it him- self, and is not permitted to transfer the power of doing so to another {j). A person with a power of distribution of property among certain persons must execute it personally {k). A factor, not being able to dispose of goods consigned to him for sale at the place for which they were destined, cannot commit them to another person for sale (/). A broker cannot depute to another the right to sign a contract on behalf of his employer (w). Delegata potestas non j)otest delegari (n). But an agent may do by the hands of another what it is in the scope of his authority to do. As for instance, a parent, who is an agent, may direct a child to sign the parent's name on a bill of ex- change (o). An agent may procure the assistance of others in the work assigned to him. Thus, a (i) Story, § 13. (_;') Coonibe's case, 9 Co. \\c\). 75. (k) Ingram v. Iiii;ra>ii, 2 Atk. 88. (/) Catlin V. Jieli, !• Camp. 1:58. (7«) Jlciidnsoit V. Barnewall, 1 Y. & Jcrv. 387 ; Cockran v. Irlam, 2 M. & S. 301, n. (n) 2 Inst. 597 ; see Cockran v. Irlam, 2 M. & S. 301, n. (o) Lord V. Hall, 19 L. J., C. P., IG. WHO MAY APPOINT AGENTS. O person was held to have comnntted no bieach of duty in placing some goods entrusted to him in the warehouse of another person for safe cus- tody ip). An agent may also depute any part of a duty which it is not in his province to perform, or where it is indispensable by law or usual in the course of trade that he should do so. Thus, if a person should order his goods to be sold by an agent at public auction, and the sale could only be made by a licensed auctioneer, the authority to substitute him in the agency, so far as the sale is concerned, would be implied (q). Of course, where it is understood by the parties that the particular business should be transacted, if necessary, by the hands of a substitute, the immediate agent may appoint another in his place (r). And, on the other hand, if in any of the exceptions to the general rule, that an agent cannot appoint another to exe- cute the agency, it is inconsistent with the terms of the original appointment that another should take the place of the immediate agent, such substi- tution cannot take place; for it being the primary obligation of an agent to adhere to his instruc- tions, it follows that he cannot do what would be (p) Goswell V. DunMey, 1 Str. 681. {q) Story, § 14, citing an American case, Laussatt v. Lippincott, 6 Serjt. R. 386 ; see Bromley v. Coxwell, 1 Bos. & Pull. 438. (r) Coles V. Trecothich, 9 Ves. jun. 234. b OF THE PRINCIPAL AND AGENT. in contravention of them (s). The true doctrine, says Mr. Story, which is to be deduced from the decisions is, that the authority is exclusively per- sonal, unless from the express language used, or from the fair presumptions growing out of the particular transaction, or of the usage of trade, a broader power was intended to be conferred on the agent {t). It remains to notice, that a corporation aggre- gate, being an artificial creation, must act through the instrumentality of an agent, who is appointed by the act of incorporation, or who is authorized under the common seal of the corporation to do the requisite act (u). Sect. 2. who may be agents. Many persons who are incapable of appointing are nevertheless competent to become agents. Thus, persons 7ion sui Juris, as infants and femes covertes, from their inability to contract on their own ac- count, are excluded from the class who may ap- point agents, but may be agents for others, who will be bound by their acts. A married woman may execute any authority, for she is no more than (s) RoviUe V. Bradbury, 2 Stark. N. P.C. 136. (/) Story, § 14. (u) Co. Litt. GCb; Com. Dig. Attorney, c. 2. WHO MAY BE AGENTS. 7 the instrument of another person, so that a power may be executed by her even without the concur- rence of her husband (v). The reason of this is obvious, for the persons themselves, for whose pro- tection the incapacity to contract and by contract- ing; to render themselves answerable has been established, can in no way be prejudiced by the execution of a bare authority (it has no operation upon any interests of their own) ; and third per- sons may have their remedy against the princi- pal (lo). But, of course, in their character of agents these incapacitated persons can neither sue or be sued for anything done by them any more than they could if they were acting merely on their own account. Although a husband and wife are deemed in law to be only one person, the wife may be at- torney for her husband, and may sign instruments for him {x) ; she may act as the agent of another in a contract with her own husband (?/) ; though doubts are entertained whether she can do so, if her husband expressly dissents from it (2;). But idiots and lunatics, not having discretion to bestow on the affairs of others any more than their own, (v) Bright on Husband and Wife, vol. ii. p. 54. (w) Emerson v. Bloxden, 1 Esp. 142 ; Wtjnne v. Wynne, 4 Man. & Gr. 253. (.t) ScarpeUini v. Acheson, 7 Q. B. 864 ; Lindas v. Bradwell, 12 Jur. 230. {y) Co. Litt. 58 a. (z) Story, § 7. « OF THE PRINCIPAL AND AGENT. cannot as agents bind a principal {a). There are, however, certain cases in which persons otherwise fully qualified to act as agents are, by the principles of common law, founded, indeed, on the doctrines of the civil, forbidden to act as agents, or rather, if persons are agents they cannot fill a character ad- verse to their principal. Thus a person cannot, in a sale made by him as agent for his principal, him- self purchase the goods, nor can he, as agent for a principal wishing to purchase, dispose of his own goods, inasmuch as the characters of buyer and seller cannot well be united in one person ; for in the part they have to perform an opposition of in- terest exists, and a certain degree of circumvention is to be expected (6). Where a person employed to sell a reversionary legacy purchased it himself in another name, the transaction was set aside (c). The same rule applies to any person holding a relation of confidence towards another, in which case he cannot contract with his principal in tiie same manner as if such relation did not exist. A memorandum signed by a vendor at the request of the purchaser will not bind the latter as a niemo- (a) Story, § 7. (b) Lowlhcrw Lowlhcr, 13 Ves. 103 ; Masscij v. Davics, 2 Ves. 317. (c) Lowther v. Lowlhcr, 13 Ves. 103; Fox v. Mackeath, 1 Tu. & Wh. L. C. p. GG. OF THE MODE OF APPOINTING AGENTS. 9 randum within the Statute of Frauds, on account of the incompatibility of character {d). Sect. 3. of the mode of appointing agents. The question whether a man has been appointed agent for another does not often arise ; for evidence, however shght, will establish an agency of some kind, though perhaps a very limited one. The chief difficulty generally presents itself in deter- mining, as between the principal and agent, what the duty of the latter is ; and, as between the prin- cipal and agent and third persons, what the extent of the authority is which he derives from his prin- cipal, and in what manner third persons are affected thereby as to their right of suing or being sued on contracts derived from the authority. For certain purposes the appointment of an agent must be by deed. Thus, an agent required to exe- cute a deed must be appointed by an instrument of equal solemnity; and a mere unsealed instrument will not be considered valid in law to authorize any act of agency required to be done in the name of the principal under seal ; though a Court of Equity might interfere to compel the principal to {d ) Story, § 9 ; Wright v. DannaJi, 2 Camp. 203. b5 10 OF THE PRINCIPAL AND AGENT. give validity to the deed by his personal execution of it(e). Although the principal may acknow- ledge that he gave his agent authority, the pro- duction of the authority under seal will be re- quired (f). But if the principal is himself present at the signing and sealing of his agent, although the appointment of the latter is not under seal, if he himself authorizes the agent to execute the deed, it becomes the deed of the principal, and binding upon him (g). An agent to do any valid act, so as to bind a corporation aggregate, must be appointed by deed under their common seal, except for trifling agen- cies for inferior purposes, as a common servant, &c. (h). Where a corporation has done any wrong- ful act, they may make restitution without this formality. " If a corporation have helped them- selves to another man's money, it would be absurd to say that they must bind themselves under seal to return it" (i). Where, by the act of incorpora- tion, the directors of a railway company were em- powered to appoint and displace the officers of the (e) Harrison v. Jackson, 7 T. R. 209 ; Hunter v. Parker, 7 AI. & W. 322. (/) Steiglitz V. Egi;inton, 1 Holt's N.P. C. 141. (g) Ball V. DnnstcrvUle, 4 T.R. 313. (/() Dunstan v. Jmpvrial Gas Lii;lit Company, 3 B. & A. 125; Chilton V. London and Croydon Railway Company, 16 Mee. & W. 212. (i) Hall V. Mayor of Swansea, 2 Q. B. 547. OF THE MODE OF APPOINTING AGENTS. 11 company, it was held, that the a])pointment of an attorney need not be under seal (j). For the purposes described in the 1st, 2nd and 3rd sections of the Statute of Frauds, that is, for making or creating a freehold or any uncertain in- terest in lands, tenements or hereditaments, other than leases for a less term than three years in mes- suages, manors, lands, tenements or hereditaments, or for surrendering the same (except copyhold in- terests), the authority of the agent must be in writing. But for the purposes described in the 4th section, viz., to charge any executors or ad- ministrators out of their own estates ; or to charge any for the debt or default of another upon any agreement in consideration of marriage ; or upon any contract or sale of lands, tenements or here- ditaments, or any interest in or concerning them ; or upon any agreement not to be performed within a year, though the several agreements recited must be in writing, signed by the party or his agent thereunto Iby him lawfully authorized, the authority is not required to be in writing. And, therefore, the authority to contract for a lease or other inte- rest in land need not be in writing, though the authority to sign the lease or instrument by which the interest passes must be so. Neither does the (j) R. V. Justices of Cumberland, 5 01. B. & Lef. Railw. & Canal Cases, 332. 12 OF THE PRINCIPAL AND AGENT. 17th section, relating to the sale of goods above 10^., which requires a note or memorandum in writing, signed by the parties to be charged, or their agents thereunto lawfully authorized, make it necessary that the authority should be in writing (Jt). An agent may by a verbal or even an implied authority be appointed to sign or indorse a bill of exchange in another person's name {I). The most usual instrument which formally con- veys authority is a power of attorney ; but any- thing, as a letter of instructions, a memorandum, a verbal request, or acquiescence, which signifies an intention on the part of the principal that the agent shall perform certain acts for him, will be construed by the Courts as an appointment to do those acts, and will as effectually bind either of the parties concerned as the most precise and formal declara- tion, that the employed is appointed agent for the particular purposes, can do (m). Among mercantile men the most usual mode of appointing an agent is by a letter of instructions or a written request, where the employer and the employed do not reside in tlie same place. But where there are opportunities of personal inter- course, a verbal request is most common. Even (k) Paley on Principal anil Agent, j). 158. (l) 12 Mod. /)(M-. (w) U'liilrhni,! v. TitcheU, 15 East, 408; Dyas V. Cruise, 2 Jones & Latouchc, 4G0. OF THE MODE OF APPOINTING AGENTS. 13 the recognition of an agent's acts may be said to be a valid appointment, for the result is the same as if the agent had been authorized by direct com- munication. Thus a clerk or shopman who sells goods or indorses notes, by the acquiescence of his master in his acts on former occasions, may be appointed agent to continue acts of a similar nature, and his authority to do these acts will be implied from the principal's recognition (n). (n) Story, § 55. (1.) Ill the affairs of a foreign merchant a power of attorney is frequently the proper evidence of authority, as it empowers the factor to represent the principal, and to act as he could have done, if present. (2.) But agents, factors or brokers are generally appointed in mercantile affairs by letter. So, a confidential clerk is autho- rized to indorse bills by letter; so goods are consigned from abroad with directions to the consignee to sell them, or one is desired to buy goods in the common course of correspondence. (3.) But in the course of mercantile dealings goods are placed with general agents or sent to public warehouses, and the power of disposal entrusted to brokers, and this kind of agency is con- stituted without any writing of any kind. (4.) Mercantile agents have authority frequently conferred upon them by mere implication, as where a clerk or other agent indorses bills for his master and he pays them. 1 Bell, Com., art. 410, p. 386. In some works on agency, the appointment of an agent and the giving him authority are treated as different things. If there is a difference it is only verbal, for what can be the practical dis- tinction between a person saying, " I appoint you my agent to do this," and " I authorize you as my agent to do this." The conduct and duty of the agent is in each case the same ; and, as far as third persons are concerned, their rights and liabilities are exactly the same. 14 of the principal and agent. Sect. 4. different kinds of agents. There are, as it may be supposed, as many dif- ferent kinds of agents as there are of transactions in which they may be employed or acts they are appointed to perform. Of the whole body of agents a division may be made, in respect of their duties to their employers, into professional and unprofessional, remunerated and unremunerated ; in respect of their authority to bind their principal, into general and particular, or, as it is sometimes called, special. In respect of the nature of their calling they are either mer- cantile or non-mercantile ; and of these, of course, as said above, a subdivision may be made into an infinite variety of cases, according to the nature of their employment. It may, perhaps, be as well to notice some of those, which have acquired a dis- tinctive appellation, for very erroneous inferences may be drawn by applying to one class of agents principles which only have reference to another. The different kinds of agents most commonly recognized under their respective names in com- mercial agency are Auctioneers, Brokers, Factors, Consignees, Super-cargoes, Ships' Husbands, Mas- ters of Ships, Partners and Sliarebrokers. But " there arc a vast variety of forms, in which DIFFERENT KINDS OF AGENTS. 15 the authority of principals are duly delegated to others (o)." An auctioneer is a person authorized to sell pro- perty of any kind at a public sale for a commission. An auctioneer, as such, does not sell at a private sale. He is, primarily, deemed the agent of the seller ; but, after the sale has been completed, he may become the agent of the purchaser; and it will be presumed that he has an authority from the purchaser to write down his name as buyer, after knocking down the goods to him, and such memorandum will be deemed a sufficient signing of an agent of both parties within the Statute of Frauds (^). Brokers are persons employed in mercantile affairs in making contracts relative to the disposal of goods or valuables of any kind ; and one class of brokers, insurance brokers, in procuring insur- ance and settling losses, or in procuring freight or charter-parties {q). All persons are brokers who contrive, make, and conclude bargains and con- tracts between merchants and tradesmen, for which they have a fee or reward ; and he is not a broker who is employed relative to the hiring of other persons (r). In return for their services all brokers (o) Story, § 26. {p) Williams v. Millingfon, 1 H. Bl. 81 ; Fairbrother v. Sim- mons, 5 B. & Aid. 333. {q) Story, § 32. (r) Mitford V. Hughes, 16 L. J., Exch., 40. 16 OF THE PRINCIPAL AND AGENT. are entitled to a compensation called brokerage. A broker never acts or deals in his own name, but in the names of those who employ him, and is not entrusted with the possession of the goods he is employed to buy or sell (s). " A broker has only a special authority, not a general one ; and ' if you employ a broker to buy one kind of goods, and he buys another, you are not bound by his act {t).' " It would be a fraud on the part of a broker were he to act for both parties, without disclosing to each of the principals that he was doing so(w). After the contract is entered into, but not before, he will be looked upon as the agent of both parties, so as to be enabled to bind them by the signing of a contract within the Statute of Frauds (v). On a sale a broker usually gives to the buyer a note called a sold note, and to the seller one called a bought note, each in his own name as the agent of each ; and the buyer and seller are thereby respec- tively bound, and the bought and sold notes con- stitute the contract (x). The bought and sold notes (s) Baring v. Corric, 2 B. & Aid. 137. (0 Polls V. Beckett, 13 M.& W. 747; Henderson v. Barnewall, 1 Y. & Jcrv. (i87. By the (J Anni', c. Ki, brokers arc rc(]uir(Hl, in the city of London, to be licensed by the mayor and aldermen before they can lawfully carry on business. Cope v. Rowlands, 2 M. & W. 149. («) Story, §§ 28, 31. (v) llinile V. H'hiteliouse, 7 l'>ast, 5(J!) ; Henderson v. Barnewall, 1 Y. & Jcrv. 3M). (r) Short v. Spaekman, 2 B. & Ad. 962 ; Gooni v. /IJlulo, 6 B. & C. 117. DIFFERENT KINDS OF AGENTS. 17 ought to agree so as to establish the terms of the contract satisfactorily. In a case where they varied materially, insomuch that the principal could not recover upon them as a valid contract, the broker, who had been careless in drawing them up, was held responsible to his principal for the damage occasioned to him thereby, and also for the costs of an unsuccessful action brought upon them (y). In case of a material disagreement between the bought and sold notes, it appears now to be settled that the broker's book should be resorted to for the purpose of explaining the contract (2:). A factor is a person to whom goods are con- signed for sale, for which he receives a compen- sation. The goods received by him are usually called a consignment. The possession and dis- posal of the goods are entrusted to him, and he has a special property in them, and a lien upon them for his demands, and herein consists the es- sential difference between a factor and a broker (a), for the latter has not the possession or disposal of the goods, and, consequently, no special property or lien [h). A factor may buy and sell goods in {y) Sievewright v. Richardson, 19 L. Times R. 10 ; L. Camp- bell, N. P., 2()th Feb. 1852. («) Thornton v. Charles, 9 M. & W. 809; Taylor on Evidence, vol. i. p. 300 ; but see Sievewright v. Archibald, 20 L. J., Q. B., .529. (a) Baring v. Corrie, 2 B. & Ad. 137. In this case, the dis- tinctions between a factor and a broker are fully discussed. (i) Baring v. Corrie, 2 B. & Ad. 137. 18 OF THE PRINCIPAL AND AGENT. his own name for another as apparent owner ; this a broker cannot do. A factor cannot, without the assent of his principal, delegate his authority (c). The character of factor and broker may be united in one person {d). Where a factor, for an addi- tional compensation, guarantees the payment to his principal of any debt due for goods sold on his behalf, he is said to act under a del credere com- mission. In such a case he is not primarily liable for the debt, but will only be answerable in case of the failure of the person for whose engagements he undertakes to answer (e). A ships husband is a person appointed by the owner of a ship to see to the repairs, equipment, management and other concerns of a ship ; he may have his authority limited to certain acts, but in most cases he is understood to be the general asent of the owner in regard to all the affairs of a ship in the home port {f) ; but the consideration of his duties and powers are more properly to be referred to some work on shipping (-T : Where the authority is a general one, conferred without any particular words, it is equally to be construed as having reference only to the subject matter of the authority. Therefore, where the agent of a wharfinger, whose duty it was to give receipts for goods received at the wharf, fraudu- lently gave a receipt for goods which he had not received, his principal was held not to be respon- sible, because such a receipt was not within the scope of his authority {q). Where an authority is in such terms, that its language may fairly be interpreted in different ways, if the agent follows one which the principal did not intend, the principal will, nevertheless, be bound by his conduct ; and in such a case the agent will not be responsible for putting a wrong construction on the words, if he has acted with good faith, for the fault is not his (r). But the most rational interpretation must always be put on the language of written instruments, and neither party will be allowed to escape from it by showing that some other construction might be ])ut upon the words. And it is sometimes for the jury to decide what is the true interpretation of the agent's instructions, as, for instance, whether the words, (7) Coleman v. Riches, 2i L. J., C. P., 125. (r) Story, § 74'. GENERALLY. 93 " when duly honoured," in a letter, meant in the connexion duly accepted or duly paid (s). Where an authority is conferred by a written instrument, as a general rule, parol evidence will not be admitted to contract or vary the terms thereof; but the usage of trade, or the declarations of the principal subsequent to the granting of the authority are admissible, for the purpose of con- struing or enlarging the authority which was con- veyed by the instrument. And, in the same way, the declaration of the principal is admissible to show that he gave the authority for some other object. Thus, an agent may sell on credit, if the usage of trade is to that effect, although the written authority does not sanction such a proceeding. If the whole of the authority does not arise out of the writing, but, subsequently to its signature, some en- largement or curtailmentof the authority takes place, parol evidence will be admitted to show the same. Thus, if an agent should be authorized in writing to purchase certain goods at a fixed price, but has been afterwards verbally instructed by the principal to give more than that price, evidence of such verbal instructions would be admitted, for it would in no way vary or contradict the written authority {t). (s) Story, § 75; Lucas v. Groning, 7 Taunt. 164; Mersell v. Frith, 3 M. & W. 40. {t) Story, § 80. 94 AUTHORITY OF THE AGENT : Although the principal may not have declared to his agent an extension of his autiiority, if he has represented to third persons, that his agent is em- powered by him to exceed the limits of his written authority, he will be bound to the extent of what the agent does, if it be what such representations lead third persons to presume he may do (u). It may be taken as a general rule, that informal instruments, such as are commonly used for giving authority to mercantile agents, as letters of advice, &:c., are to be construed liberally, such being- essential to general confidence in mercantile trans- actions (x). Sect. 2. the difference between general and particular agency. A great number of the cases on the subject of the agent's authority to bind his principal turn upon the question, whether the agency is general or par- ticular. A general agent is a person who is em- ployed by another to transact all his business of a particular kind, and to do all things necessary for efTectually carrying it out (?/). Any person who, (m) Story, § 81. Ix) Story, i) 82. (y) Siiiitli, Merc. Law, p. 107. GENERAL AND PARTICULAR AGENCY. 95 from the conduct of his principal, appears to be a general agent, will be considered by the law as such, and will bind his principal in the same man- ner as though he were one ; in what follows we shall, when speaking of a general agent, include in that terra all those who apparently belong to that class, and shall consider it as understood that the principles and rules which are applicable to a general agent, hold good also with regard to an apparently general agent. A particular agent is a person specially employed to complete some single transaction (z). w The way to determine whether a person is a pi general or a particular agent, is to ascertain ni. whether he has usually transacted business for his principal relative to, or of a like nature with the se'one he is employed in (0); or again, whether he ar is one of a class of persons who are usually em- sl ployed to act for others in ^general manner in some kind of business, as a factor to buy and sell goods, an attorney to transact all his law business. Any (a) Tlie employment of a person as agent on several occasions raises an implication that such an one has authority to bind his employer in similar business transactions. Cases have been in which it has been decided that employment on one occasion con- stituted a man a general agent ; but the circumstances of each case vary so much that it is impossible to lay down any rule as to the number of times of employment from which a person will be considered as a general agent; but wherever reference is made to a past transaction, perhaps the authority will be more likely to be considered a general one than where each instance of em- ployment is treated as quite independent of all prior dealings. 96 AUTHORITY OF THE AGENT : one who has any dealings with an agent, but looks to the principal for the fulfilment of any contract or engagement entered into by the former, should be careful, in the first place, to ascertain whether he falls under either of the above denominations. If he do not, or if under any circumstances there is a special delegation of authority, of which the third person is or ought to be cognizant, the agent will be B. particular agent to perform any duty com- mitted to him. It will then be incumbent on any person dealing with him to find out the extent of his authority ; and if he allows him to exceed it the principal will not be bound to such third persoi by it, so far as it exceeds the power which was i fact granted to the agent («). It will be also nece sary to consider, even if the agent be a gener agent, whether in any particular transaction he fulfilling the ordinary duty of his agency, or i taking upon himself matters which are foreign to it ih). Where an agent, in executing a written contract or indorsing a bill, makes reference to the authority under which he acts, a third person, in dealing with him, nmst satisfy himself as to the extent of his authority ; and, if he neglects to do so, he has no (a) /llc.rmidcr v. yllr.raiulrr, 2 Ves. (Jit. (6) Iluhherslyv. ICiiril, 22 L. J., V!.\ch., 113; Coleman \. Riches, 24 L. J., C. P., 125. GENERAL AND PARTICULAR AGENCY. 97 other security to rely upon than the credit of the agent. Where a company allows an agent to sign bills on their behalf, it would import that he has a general authority to do so ; but the words " per procuration," used by the agent, would be notice of a special authority, which a third person is bound to refer to, and he must bear the loss resulting from a neglect to do so (c). And a third person must do the same, if a clerk receiving payment for the principal of his employer refers to his authority (d). But it must not be supposed that it is incumbent on any one to inquire into the private instructions which have been delivered to the agent by his principal, it is enough if he examines the instru- ment which confers the authority. A principal who consigns goods to an agent to sell will, in most cases, be bound, although the agent sells in a manner quite contrary to his in- structions. Where a. commodity is sent in such a way and to such a place as to exhibit an apparent purpose of sale, the principal will be bound and the (purchaser safe (e). And, wherever a principal to all appearances by his silence acquiesces in the sale of his agent, he will be bound by the sale (/). By 'the stat. 6 Geo. 4, c. 94, s. 4 (which is called the (c) Alexander v. Mackenzie, 18 L. J., C. P., di. See NichoUs •v. Dimnond, 23 L. J., Exch.. 1. {d) Kuye v. Brett, 19 L. J., Exch., 347. (e) Pickering v. Busk, 1,5 East, 43. (/) Gregg V. WelU, 10 Ad. & E. 90. P. A. F 98 AUTHORITY OF THE AGENT : Factors' Act, and refers more particularly to that class of agents, and which was passed to obviate the difficulties which frequently arose among mer- cantile men in their transactions with factors), it is enacted, that any person may contract with an agent entrusted with goods, and may receive the same of, and pay for the same to such agent, and such contract on payment shall be binding upon and good against any owner of the goods, notwith- standing the person dealing svith the agent knew at the time that he was only an agent ; provided that the contract or payment were made in the or- dinary course of business, and without notice that the agent was not authorized to sell the goods or to receive the purchase-money. " Here, although you are dealing with an agent, if you do not know that he has not authority to sell, you are perfectly safe on buying the goods" {g). By sect. 2 of the Act above referred to, persons in possession of bills of lading, &c. are to be deemed the true owners of the goods mentioned therein, so as to give effect to any sale or disj)osilion thereof by them to any other persons, provided such persons had not notice that the persons intrusted were not the actual owners thereof. That section was to operate in the case of a person who was dealing with an (/?) Pir T,or(l St. Li'oiiaids, in Navuhhaw v. Biowurlug, 2 Sim. N. S., and 21 L. J., Cli., DOS. GENERAL AND PARTICULAR AGENCY. 99 agent, not knowing him to be such, apparently as owner. " Under 6 Geo. 4, you might purchase from a known agent, provided it was in the usual course of business, and that you did not know that the agent had not authority. These two things only were necessary to give effect to a sale by even a known agent" {h). Even if the agent does not stand in the relation of a servant, foreman or the like, the fact of his having been previously employed, or his previous acts being sanctioned by his principal, raises an implication that he has a general authority to bind his principal in a similar manner for the future. And, where no general authority to do any act is to be implied from the existing relation between the employer and the employed, the past course of dealing must be looked to in order to ascertain whether acts of an agent of a similar character have been adopted or assented by the principal. Thus, where an iron merchant sent a waterman to procure iron for him, but did not pay for it at the time, though he subsequently did so; on the same waterman obtaining some iron in the name of his employer, the employer was held to be liable for the same on the ground of a general authority (i). Even in the case of a domestic servant, whether a (/«) Per Lord St. Leonards, in Navulshuw v. Brownrigg, 21 L. J., Ch., 908. (i) Hazard v. Treadwell, 1 Str. 506. f2 100 AUTHORITY OF THE AGENT : master is chargeable in the case of credit being given to the servant appears to depend on the fact of the master having sanctioned his deahng on credit or not ; if he has not expressly assented to it, or has been in the habit of giving the servant money wherewith to pay for the goods he pro- cures, he ought to be discharged from liability. In one case(^) Lord Ellenborough said, " If the mas- ter gave the money before the goods were bought, the master would be discharged ; but, if after, he would be liable, for that would amount to an au- thority to buy on credit." Although it may appear that the Courts on some occasions relieve principals from the acts and con- tracts of their general agents, and leave third per- sons to their remedies against the latter, it will generally be found that the general authority did not comprehend the course of proceeding which has been adopted, and that a want of due caution and inrjidry has been manifested by the third per- sons who seek to charge the principal, and that acts previously sanctioned do not warrant the pre- sumption attempted to be established. An instance of this presents itself in the case of a servant who was in the habit of paying for goods supplied to her muster by a tradesman out of money received by her for that purpose; she paid accordingly (/f) Rusbij V. Scarlett, 5 Esp. 7C. GENERAL AND PARTICULAR AGENCY. 101 whenever the bills amounted to a few shillings ; in this case it was held, that the tradesman was not entitled to recover from the master 331., which the servant, having all the time received money from her master to pay the bills, had allowed the bills to amount to. But, it appears, that had not the master given the servant the money in the manner he had done at first, the tradesman might have re- covered. In this case a want of due care and inquiry was evinced by the tradesman, who ne- glected to ascertain the reason of the change in the periods and manner of payment, and we accordingly see the maxim, " vigilantlhus non dormientibus leges subveniunt" illustrated (l). The extent of the authority conferred on the agent of course must always be considered by a third person previous to his doing anything for which he intends to charge the principal. Thus, a surgeon, who was called in by the guard of a railway company to attend a patient who had been accidentally injured on a railway, was held not entitled to recover the amount of his charges for professional attendance from the railway company by whom such guard was employed (tn). The power to enter into such a contract was not incident to the employment of the guard. The employer of an agent for a particular (/) Sfiibbin!>: V. Hunfz, 1 Peake, 66. (m) Coo: V. Midland Railwcnj Company, 5 01. B. & Lef. Railway Cases, 583. 102 AUTHORITY OF THE AGENT: purpose gives only the authority necessary for that agency under ordinary circumstances. The em- ployment of an agent gives also the power usually exercised by similar agents, but there was no evi- dence of any usage in this case. The fact of similar payments having been made on previous occasions was held not to afford sufficient evidence to go to the jury of a special authority to make the contract in question (m). The appointment of a managing committee by the provisional committee of a rail- way does not constitute the managing committee their agents, so as to enable them to pledge the former's credit (n). A railway company was sought to be charged by a cheque drawn by three of the directors, signed by them in their own names, and countersigned by the secretary of the company ; but it was held that the company was not bound by the cheque, or liable upon it, although it was stated that many of a similar kind had been drawn and paid, the ground of the decision being that it was a fraud upon the company which they never authorized (o). (wj) Cox V. Midland Rail limit Company, supra-, p. 101. (n) WiUinms v. Pigpott, 5 ()\. B. & Lcf. Railway Cases, 544. (o) St'ivrll V. Derhy.shire Riiiliviii/ Compitiiij. The decision in this case seems to ^o on the fjround tliat there was oriiriually no authority from the com])any to tlie directors to draw tlie docu- ment ])urj)ortiii}x to he a cheque, but it may l>e doubled wlietiier if the comjiany iiail been in tlie liabit of payiu"' simihu' cheques (wiiich (lid not appear in evidence), there would not have arisei\ an implied authority to bind theiu thereby us to third parties. laL.J., C. P..371. GENERAL AND PARTICULAR AGENCY. 103 Whether an implied authority to bind the prin- cipal exists or not is always a question for the jury, to be decided by a consideration of surrounding circumstances. The public exercise by the agent of his functions will always raise a presumption that his principal was cognizant of and approved his acts. Although it refers more to the determination of the agency (to be noticed hereafter), it may not be out of place to observe, that it is incumbent on the principal to make the cessation of his agent's au- thority as notorious as its existence was ; and that he need not give such full notice of the revocation of an authority which is a notoriously special one, as of a general authority to carry on any con- tinuous business (p). Sect. 3. where excess of authority is justified by circumstances. Having considered in what cases general agents may bind their principals, by acting within the scope of their authority, and in what they will be discharged by the agent exceeding his authority, let us now examine a few cases, in which, notwith- (p) 2 Addison on Contracts, p. 693. 104 AUTHORITY OF THE AGENT : standing an excess of authority as intended hy the •principal, the latter will be bound, in consequence of the act or contract being called for by some sudden contingency or emergency, ^\here there is such emergency, such act or contract will be interpreted by the Courts as comprised within the authority ; under such circumstances an agent's acts fairly done will be binding upon his principal. Thus, a factor will be justified in deviating from his orders directing him to sell at a stipulated price, if the goods are of a perishable nature, and the sale is in- dispensable to prevent a greater loss or a total loss, and such sale will be binding on the principal {q). The master of a ship acquires, in the same way, a superinduced authority over the cargo of the ship in cases of necessity, not belonging to his or- dinary agency (r). We may suppose an agent, say a factor, to have been directed to purchase some articles of a particular person, and to forward them immediately, as time was a matter of importance; it can hardly be supj)osed, if he were to tind the persons he was directed to deal with unable to supply the goods immediately, and he accordingly procured them of some third person, that the con- tract would not be binding on the princij)al, whose main intention evidently was to have goods of the (7) Story, § in. (r) " The Gruliliidiiie," 3 Uob. 255. WHERE EXCESS JUSTIFIED BY CIRCUMSTANCES. 105 description specified immediately. Upon the same ground, perhaps, an agent not generally authorized to insure might, in unforeseen exigencies, to pre- vent an irreparable loss to his principal, might acquire a right to insure, and such insurance would be binding on the principal (s). Cases have arisen in Courts of Equity, in which it has been laid down, that a person to whom goods were consigned from abroad by a foreign factor, employed by him, on finding that they were not of the description required, and repudiating the transaction, was at liberty to act as an agent from necessity, for the original factor, and, if it was for the advantage of the factor, that he might dispose of the goods on his account (t). Courts of Law, however, do not appear to have extended the principle quite so far; and if an unusual contingency arises, it does not follow that an agent will have the power to do that which would enable him to meet the contin- gency in the best manner. It has been decided at law, that there is no implied authority in any agent to borrow money on account of his principal, except he be a master of a ship, or the acceptor (s) HV/v. Horncastle, 1 Bos. & Pull. 323. {t) Cornwall v. Wilson, 1 Ves. 509 ; and Lord Eldon expressed his opinion that a jury woiikl have no hesitation in saying; that he ought to be considered, if he pleased, not as a ])urchascr, but as phiced by tlie vendor in a situation in which acting- prudently for him he was an agent. Kemp v. Pryor, 7 Ves. jun. 240. F 5 106 AUTHORITY OF THE AGENT : of a bill for the honor of the drawer (w), although it might be for the advantage of his principal to do so. The question may often arise, whether an act is wholly void or not, when the agent does more or less than he is authorized to do. Ordinarily, where there is a complete execution of the authority, and something ex ahundanti is added, which is impro- per, the execution is good and the excess only is Yoid. But where there is not a complete execu- tion of the power, or where the boundaries between the excess and the rightful execution are not dis- tinguishable, the whole will be void. The general principle is, that the principal is not bound by the unauthorized acts of his agent, but is bound where the authority is pursued, so far as it is distinctly pursued. As if an agent were au- thorized to procure insurance upon a ship for a certain amount, and he should procure a {X)licy for that amount on the ship, and a similar amount on the cargo, the policy would be good as to the ship and void as to the cargo, because here the excess of authority is clearly distinguishable (jt). But if an agent were authorized to sign a note, payable in six months, and he should sign one payable in sixty days, the whole would be void, for there is no («) Ilawtwaiine v. limtrm', 7 M. & W. 597. (x) Story, §§ Ittti, 170, 172. WHERE EXCESS JUSTIFIED BY CIRCUMSTANCES. 107 point of distinction between the limit and the ex- cess of authority. The question, however, ought to be, what was the true nature and hmits of the authority. If it is exceeded in a substantial matter it will not be obligatory on the principal ; and thus, if an agent should purchase goods for less than he is directed to buy them by the principal, it will be obligatory on the principal ; if he purchase for more it will not be so, for the substance of the authority is to purchase for a certain amount, and it is an ex- cess of the authority in a substantial particular (?/). Sect. 4. of the extent of authority among non- mercantile agents. It has been stated above, that persons having a general authority expressly given to them by their principals, or standing in certain relations to their employers, or having been employed by them in a similar matter on former occasions, have a general authority to bind them by their acts. Mercantile agents, as factors and brokers, and we may add attornies, have a general authority to bind their principals in matters connected with their employ- ee) Story, §§ 166, 170, 172. 108 AUTHORITY OF THE AGENT : ment ; and, as regards the question of what acts are within the scope of their authority, there is not often much dispute, the extent of their authority being pretty well ascertained by the usage of trade. In such cases, the extent and incidents of autho- rity have been so accurately defined, by the com- mon negociations of commerce, and by the frequent recognitions of courts of justice, as to have become matters of legal intendment and inference, and not open to controversy [z). But agencies and the extent of authority conferred on them frequently arise from imj^lication or presumption, and the in- quiry as to the powers is to be deduced from the particular business or employment, and from a consideration of the matters of fact bearing there- upon. In the following instances among non- mercantile agents, authority to do certain acts to bind their employers has been implied. Ser- vants, clerks, shopmen, foremen, and the like, have an implied general authority to bind their employers in the matters in reference to which they are employed. A master is chargeable if his servant contracts for him in the usual course of business, although he has no authority in the par- ticular instance. And a person who employs a clerk will be bound, in a similar manner, by the act of his clerk, although the act may be contrary (z) Story, § 10(j. EXTENT OF IN NON-MERCANTILE AGENTS. 109 to his private instructions (a). A foreman, intrusted with the general management of a trade, has a general authority to enter into all contracts usual in the carrying on of that trade. Where, then, the foreman of a saw mill took an order for the delivery of a quantity of fir staves within a particular time, and failed in the fulfilment of the contract, the proprietor of the mill was held responsible for the breach of contract (b). The consent of the under- viewer of certain collieries and the resident ma- naging agent to the appointment of an arbitrator in a particular way, was held to bind the principal, who was the owner of the collieries (c). Sect. 5. OF THE extent OF AUTHORITY AMONG CERTAIN CLASSES OF AGENTS. We will now notice the extent of authority which the usage of trade has established among certain par- ticular classes of agents, who are more frequently employed in mercantile transactions. The extent of this authority is not dependent upon the words conveying it, but upon custom. (a) Story, § 56. (b) Richardson v. Cartwright, 1 Car. & Kir. 328. (c) Backhouse v. Taylor, 20 L. J., Q. B., 233. 11 AUTHORITY OF THE AGENT : blasters of ships have various powers and autho- rities incidental to their office, which have been estabhshed by the maritime law, and which are de- pendent on the various contingencies which happen in the course of their employment. To these powers the ordinary principles of the law of agency are not altogether applicable. The master has authority to procure all necessary supplies and repairs for the ship, and has a power to pledge the credit of the owners of the vessel, and, for the pur- pose of raising money for such things as are neces- sary for the due prosecution of the voyage, to pledge the ship id). Among these necessary things may be enumerated the wages of seamen, the clearance of the ship, the procuring of neces- saries. But it must be for the completion of the voyage that he borrows the money ; and it seems where the voyage is at an end, or where the master has any means of communicating with the owners (which he generally has in a home port), that he will not have tlie authority referred to {e). In a recent case Jervis, L. C. J., said, "The right to raise money on bottomry can only be justified by necessity. If a master in a foreign country wants money, he must, in the first instance, endeavour to raise it on {d) lliiirlwaipic v. Jioimu; 7 M. & W. r)'.)9. (e) Johns v. Siwoiis, 2 Q. 15. 42,'3 ; Bi'ldon v.Cnmpbrll, 20 L..)., Excli., .'?4.'5. 15y whicli case it appears that Robinson v. Ltjall, 7 Price, 792, is not law. EXTENT OF IN CERTAIN CLASSES OF. Ill the credit of the owners. If he can do so, he has no authority to hypothecate the vessel ; but if he cannot otherwise obtain the money, he may hypo- thecate the ship, not transferring the property in the ship, but giving the creditor a claim upon it, to be carried into effect by legal process on the termination of the voyage. There is no trace in our books, with the exception of Sansum V. Bragginton, of any case in which a master has been held to have authority to make a valid hypo- thecation of a ship, unless the payment of the money borrowed has been made to depend on the arrival of the ship. There is, therefore, nothing to show that a master has authority to hypothecate a ship in any other manner if). The master's authority extends to the cargo, and he may, in cases of ex- treme emergency, get rid of it or dispose of it in any way which is necessary for the preservation of the ship or the lives of the seamen, or which is in the exercise of his judgment for the advantage of the owner of the cargo. He may also sell a part of the cargo, or hypothecate the cargo and freight as well as the ship for any repairs to enable her to perform her voyage {g). In his power of diposing of the cargo, the master is treated as the aoent for the owner thereof. If, however, he disposes of the (/) Stainhank v. Fevning, 20 L. J., C.P., 22G ; semhle, Snusam V. Bragginton, 1 Ves. 443, is not law. (g) " T/ie Gratifiidine," 3 Rob. 255, in which case the authority of masters of shijs is very fully considered. 1 12 AUTHORITY OF THE AGENT : cargo in any manner which is not warranted by circumstances, there is an impHed indemnity on the part of the owners of the ship, to make good any loss sustained by the owner of the cargo in conse- quence of the conduct of the master. Where a ship is totally wrecked in a distant country, and a large part of the cargo is damaged, there can be no doubt of the right of the master of the ship to sell (h). Where the ship is in the home port, the autho- rity of the master is somewhat circumscribed ; and wherever direct comnmiiication can be had with the owners of the ship, they should be applied to by third persons in all matters over which they have control. But, even in the home part, many things are entrusted to the superintendence of the master, such as the hiring of the crew, the procur- ing equipments, &c., for the voyage. The master may also let the ship on charter party, and take shipments in freight ; he may receive goods on board, and sign bills of lading for the same (i). There are such usual incidents of his official cha- racter, that notice of a positive prohibition would seem indispensable, in order to affect third parties, (It) Tlie master of a slii]) lias no autliority to siijii l)ills of laditifj for goods not rcci'lveil on hoanl, and ))ursons taUing bills of ladiiijr from iiim iiave noiice tliat his authority is limited lo giving hills of lading for goods actually ri'cuivud. Gniiit v. Norwai/, 20 L. J., C. 1'., !».i. (/) Dinican v. Jkiisun, 18 J^. J., Exch., ICO. EXTENT OF IN CERTAIN CLASSES OF. ] 13 in case he had not received from his employer authority to do these acts (/«:). Note, however, that the master of a ship cannot bind the registered owner, if he be not also the real owner from whom he derives his authority {I). All depends upon the contract by which the master is appointed, the fact of registry goes for nothing. We have seen above, that a master may, in case of illness, or for other good cause, delegate his authority (m). Masters of ships may contract as agents for the charterers under a charter party as well as for the shipowner (n). An Auctioneer has authority to bind both the seller and purchaser by the memorandum of sale and purchase (o). But in a sale of real estate, he has authority to receive only the deposit, and can- not discharge a purchaser by a receipt for the whole purchase-money, this being beyond the scope of his authority (p). He may prescribe the rules of bidding and the time of sale ; and his verbal de- (A-) But the owner will not be bound, if he signs bills of lading for goods be has not received. Hubberty v. Ward, 22 L. J., Exch., 113; Story, § 119. (0 Mitcheson v. Oliver, 25 L. J., Q. B., 39. See Frost v. Oliver, 22 L. J.. Q. B., 353. (wj) Supra, p. 19. (n) Marquand v. Banner, 25 L. J., Q. B., 313. (o) Mi/nn V. Jolliffe, 1 Moo. & Rob. 326. Ip) Ireland v. Thovipson, 17 L. J., C. P., 247, per Maule, J. 114 AUTHORITY OF THE AGENT: clarations at the time of sale, if they do not contra- dict the particulars, are binding on the vendor (y). He may sue the purchaser in his own name, as being in some measure the contracting party (r). But if he contracts for the sale of an estate by his principal, which the latter had disposed of pre- viously, he does not render his principal liable to the intended purchaser for a breach of contract, if the principal fails to complete the sale to the party that he has contracted with («). A Broker has an authority, as agent of both vendor and purchaser, to sign a contract made by him as agent {t). He may, if he has no limitation of price, bind his principal to any price at which he honestly buys or sells. Ordinarily, he may sell by sample or with warranty. The powers of brokers and factors have already come before our notice incidentally (tt), so that it will hardly be necessary to say more on the subject at present. It must be remembered that in each particular branch of trade there is generally some peculiar usage, which will always be a guide in ascertaining the duties or powers of the person who acts as agent. We shall hereafter notice the powers given to {q) Pnu'ellv. Etlnwnth, 12 East, 6. (r) WllJinms v. Afillin/iluii, 1 11. HI. 81. Is) Tijrcr v. A'/h^', 2 C. S: Kir. MO. (/) Jlciidcrson v. liarm'waU, 1 Y. & Jcrv. 387. {u) Supra, pp. 1j, 17. EXTENT OF IN CERTAIN CLASSES OF. 115 factors by the 6 Geo. 4, c. 94, and 5 & 6 Vict., c. 39 (x). The Manager of a Bank is held out to the public as having authority to act according to the general usage and course of business of the bank, and his acts are accordingly binding on the bank with re- spect to all persons having no knowledge that he has not authority {y). There are many things which the manager of a bank is authorized to do in the course of his employment. He is the exe- cutive ofBcer, through whom and by whom the whole monied transactions of the bank, in paying and rcceivino; debts and discharoino- or transferring securities, are conducted. He has an incidental authority to indorse the negotiable securities held by the bank, to supply the wants, and promote the interests of the bank (z). He also possesses autho- rity to draw cheques upon other banks, upon the deposits therein of the funds of his own bank. He, or rather his assistants, are bound to know the handwriting of the drawer of a cheque ; and on his paying a forged cheque, the bank will be bound thereby, as also by the payment of a forged banker's draft. (.r) Post,Y>. 118. {y) Story, §§ Hi, 115. (s) Story, § 114, and cases there cited. It maybe noticed that the cases cited are American decisions ; very few cases liave appeared in our own Courts as to the duties of managers of banks. 116 AUTHORITY OF THE AGENT : He can also employ solicitors and sub-agents. The manager of a bank, however, cannot make declarations binding on the bank, not within the scope of his ordinary duties. Thus a promise to pay a debt not really due, or an admission that forged bills are genuine, are not obligatory on the bank. The cashier or manager of a bank cannot, more than any other agent, bind the bank, unless he acts within the limit of his ordinary duties. Thus, he cannot render the bank liable by a de- claration to a person, who was about to become indorsee of a note, on the note being offered for discount, that he will incur no risk by doing so (a). The registered public officer of a banking com- pany has not, by virtue of his office, any additional powers conferred upon him beyond those which are incidental to any action or suit brought by or against him. Sharebrokers, in addition to the authorities which other agents possess, have certain powers which are given to them in consequence of the liabilities which they incur in accordance with the rules of the Stock Exchange, ofwhicli they are members. These rules are, of course, very necessary for the proper conduct of their transactions, for, in their dealings with one another, the names of their prin- ('() Story, § ll.'j ; Binik of United Stales v. Duwi, 6 Peters, 11. 51 ; and sue 8 Peters, U. I'i EXTENT OF IN CERTAIN CLASSES OF. 117 cipals are seldom mentioned, and it is, of course, only reasonable that sharebrokers should be an- swerable, personally, for any contracts they may have made amongst themselves. However, they have their remedy over against their employers for any disbursements they have been required to make on their behalf. We shall occasionally have to make reference to the liabilities of sharebrokers in some of the cases which will come before us, A sharebroker is authorized to make good deficiences occasioned by the default of his principal {h). He is authorized to deliver back shares to the vendor which his princii)al, the purchaser, cannot pay for, and to pay the difference on a re-sale by the vendor by which a loss is sustained (c), A share- broker is also authorized to make payments for his principal in accordance with the rules of the Stock Exchange, though he may have received no direc- tions from his principal to make the payment {d). But they cannot make payments, which, although they are ordered to be made in certain cases by a committee of the exchange, are contrary to the principles of the common law as concerning the contract of sale and purchase generally (e), (i) Sutton V. Tatham, 10 Ad. & E. 27 ; Bayliffe v. Biitterivorth, 17 L. J., Exch., 78 ; Milwen v. IVoods, 17 L. J., Q. B., 200. (c) Pullock V. Stables, 17 L. J., Q. B., 352. (d) Buijleij V. Wilkins, 18 L. J., C. P., 273. (e) Westropp v. Solomons, 19 L. J., C. P., 1. 118 AUTHORITY OF THE AGENT! Sect. 6. OF the authority given to factors by the factors' act. In addition to the power of entering into con- tracts of sale or purchase, there is a contract, which, by parliamentary enactment, factors are authorized to make binding on their employers, viz. to pledge their goods in certain cases. They were not by the common law authorized to do this, it not being in the usual and ordinary course of their employ- ment (/). Many frauds would, however, take place, and much confusion would prevail, if this contract of pledge were not allowed ; and third persons would be liable to lose the money, which they had been induced to advance on the strength of the factor having the possession of the goods and documents entrusted to him, the real owner- ship of which it would not be in their power to discover. By the Act referred to, 6 Geo. 4, c. 94, amend- ing 4 Geo. 4, c. 83, any persons entrusted for the purpose of sale with goods shall be deemed the true owners thereof, so as to entitle the consianee to a lien thereon, in respect of any advances made by him to such persons, if he has not notice at or (/j Palerson v. Task, Str. 1178; I)c Boucheut v. Goldsmid, 5 Vcs. 21 1{ Newsom v. Thornton, (i East, 17, as to documents. GIVEN BY factors' ACT. 119 before the time of the advance or receipt, that such person is not the actual and bona fide owner of such goods ; and such persons shall be taken, for the purposes of this act, to have been entrusted with the goods for the purpose of consignment, or of sale, unless the contrary be made to appear. All persons entrusted with {g), and in possession of, any bill of lading, India warrant, dock warrant, warehouse keeper's certificate, wharfinger's certifi- cate, warrant or order for the delivery of goods are to be taken to be the true owners of the goods mentioned therein, so as to give effect to any con- tract by such persons for the disposition, deposit or pledge thereof, as a security for any advances on the faith of such documents ; provided the other contracting parties shall not have notice by such documents, or otherwise, that such persons so en- trusted are not the actual and bond fide owners of {g) In the case of Philips v. Ihtth, 6 M. & W. 572, it became a question wliat was the entrusting a person with documents sutticient to enable a factor to pledge the same. " Principals can never be deemed to have entrusted the agents with a document which the agents obtain by breach of trust, against tlie intention of the principals and in violation of their duty towards them." When, therefore, a factor had obtained possession of a dock warrant, which was delivered to him, in consequence of the goods consigned by a bill of lading standing in iiis name, and pledged the dock warrant for advances beyond what he had a lien for, it was held, that he was not entrusted with the dock war- rant so as to enable him to pledge it. Hatfield v. Philips, 9 M. & W. e-l? i 14 M. & W. 665 ; 12 CI. & Fin. 343. 120 AUTHORITY OF THE AGENT: the goods deposited or pledged (h). If the deposit or pledge is made as a security for a pre-existing debt or demand, the person who takes the pledge or deposit, without notice, shall acquire the same right and interest as the person entrusted with the goods had. And by sect. 5, it shall be lawful for any persons to take any goods or any document on deposit, or pledge from any factors or agents, notwithstanding they shall have notice that the persons making such deposit or pledge are factors or agents ; but, in such case, they shall acquire no further right, title or interest than was possessed by the factor or agent at the time of such deposit or pledge. By sect. 6 the right of the true owner of the goods to recover them from the factor or buyer, in certain cases, and on certain conditions, is declared. By the 5 & 6 Vict. c. 39, passed in consequence of the last-mentioned Act having, in some measure, proved unsatisfactory, after reciting that Act, and that under it advances could not be safely made to persons known to have possession as agents only, and that the same protection should be given to advances on goods as to sales; and that owners, who would be bound by a contract of sale, should (//) " This section was to operate in tlu> case of a person who was (iealinfj witli an agent, not knowin;jr liini to be sncli, appa- rently as owner." Per Lord St. Leonards, Nnvulshaw v. lirown- rigg, 2 Sim. N. S., 21 L. J., Ch., 'J08. GIVEN BY factors' ACTS. 121 be bound by a contract of lien, and reciting that the Act did not protect exchange of securities, and had given rise to much litigation, it was enacted, *' That any agent who should be entrusted with any goods should be deemed to be the owner thereof, so as to give validity to any contract or agreement by way of pledge, lien or security, as well for an original as for a continuing loan or advance, and should be good against the owner of such goods, notwithstanding the person who made such ad- vances had notice that the person with whom the contract or agreement was made was only an agent." With regard to this enactment. Lord St. Leonards, in his judgment in Navulshaw v. Brown- ricjg (^), has said, " Under the 6 Geo. 4, you might purchase from a known agent, provided it was in the usual course of business, and that you did not know that the agent had not authority. These two things only were necessary to give validity to a sale by a known agent, and the late Act intended to put pledges upon exactly the same footing as purchases. There is this difference between the two Acts : the one Act says, you are safe in buying of a known agent in the ordinary course of busi- ness, if you are not aware that he is an agent j but the other merely recites that the pledge is in the ordinary course of business. It no longer makes (?) 21 L. J., Ch., 908. P. A. G 122 AUTHORITY OF THE AGENT it a condition that the pledge should be, but as- sumes that it is, in the ordinary course of business, and if you do not know that lie has not authority, you are perfectly safe" (k). By sect. 2, bona fide deposits in exchange are also protected. But it is provided that the Act shall be construed to give validity to such contracts and agreements only, and to protect only such loans, advances and ex- changes as shall be made bona fide and without notice, that the agent making such contracts or agreements as aforesaid has not authority to make the same, or is acting mala fide in respect thereof, against the owner of such goods and merchandise ; and nothing therein contained shall be construed to extend or protect any lien or pledge for, or in respect of, any antecedent debt owing from any agent to any person, with or to whom such lien or pledge shall be given, nor to authorize ariy agent intrusted as aforesaid in deviating from any express order or authority received from the owner, but that for the purpose of protecting all bona fide loans, advances and exchanges, though made with notice of such agent not being owner, but without any notice of the agent acting without authority, and to no further or other intent or purpose, such contract or agreement shall be binding on the owner, and all other persons interested in such (/f) Navukhaw v. Brownrigg, 20 L. Times, 25 ; 21 L. J., Ch., 908. GIVEN BY factors' ACTS. 123 goods. "You may, therefore, by this Act treat any agent whom you know to be so as owner in accepting of any pledge of goods from him, which you know to have been deposited or transmitted to him as agent, if you are acting bond fide, and have not notice that he is making the contract either mala fide, or beyond his authority. It is assumed it will be in the ordinary course of business" {I). As to what will amount to notice, it must be an express prohibition to pledge, which must be de- clared to the party dealing with the agent. Cir- cumstances, which do no more than raise a suspi- cion that the agent has not the right, will not suffice by way of notice. And, therefore, the words of Lord Tenterden in Evans v. Trueman (m), are not sufficiently strong on the subject (n). That is, the notice and knowledge must be more positive than he implies. It is also provided, that any bill of lading, India warrant, dock warrant, warehouse keepers' certificate, warrant or order for the delivery of goods, or any document used in business as proof of the possession or control of goods, or authorizing the (Z) Navuhhaw v. Brownrigg, uhi supra. {m) 1 Moo. & Rob. 10. " A person may have knowledge of a fact, either by direct communication or by being aware of cir- cumstances which must lead a reasonable man applying his mind to them, and judging from them, to the conclusion that the fact is so. Knowledge acquired in either of these ways is, I think, enough to exclude a party from the benefit of the ))rovisions of this statute (6 Geo. 4, c. 96): slight suspicion, I tliink, will not." (n) Navulshaw v. Brownrigg, per Lord St. Leonards. g2 124 AUTHORITY OF THE AGENT possessor thereof to transfer or receive the goods thereby represented, shall be taken to be a document of title within the meaning of the Act. An agent en- trusted with documents of title shall be taken to be entrusted with the goods represented thereby, and contracts of pledge or lien upon such document shall be taken to be pledges and liens upon the goods to which the document relates. An agent shall be taken to be in possession of goods and documents, if they are held by some person for him, and on his behalf. Contracts of loan relating to goods and documents shall be valid, although they do not come into the possession of the person making the advance, until subsequently to the period of its being actually made. Any contract or agreement, whether made directly with the agent, or with any clerk or other person on his behalf, shall be deemed a contract or agreement with such agent ; a payment by money or negotiable instru- ment shall betaken to be an advance, and posses- sion to be -prima facie evidence of entrusting. The civil responsibility of the agent for any breach of his instructions or duty is not diminished (o) ; and an agent making consignments or transfers con- trary to the instructions of his principal is guilty of misdemeanour (7;). Nothing contained in the Act is to prevent the owner from having the right (0) Sect. 5. (p) Sect. 6. GIVEN BY factors' ACTS. 125 to redeem goods or documents which have been pledged at any time before such goods have been sold, upon repayment of the amount of the lien thereon, or restoration of the securities in respect of which such lien may exist, and upon payment or satisfaction to such agent, if by him required, of any money in respect of which he is entitled to re- tain the goods, by way of lien as against such owner; or to prevent such owner from recovering of and from such person with whom any such goods or documents may have been pledged, or who shall have any lien thereon as aforesaid, any balance or sum of money remaining in his hands as the pro- duce of the sale of such goods, after deducting the amount of the lien of such person under such con- tract or agreement as aforesaid. There is a pro- viso, that in case of the bankruptcy of any such agent, the owner of the goods which shall have been so redeemed by such owner as aforesaid shall, in respect of the sum paid by him on account of such agent for such redemption, be held to have paid such sum for the use of such agent before his bankruptcy, or in case the goods shall not be so redeemed, the owner shall be deemed a creditor of such agent for the value of the goods so pledged at the time of the pledge ; and shall, if he shall think fit, be entitled in either of such cases to prove for or set-ofF the sum so paid, or the value of such goods, as the case may be. 126 AUTHORITY OF THE AGENT But where there is a mutual understanding be- tween the agent and the lender, and the deposit of the principal's goods is only a means of paying the latter a sum due from the agent, the transaction will not be upheld. Where a factor was an agent for two different parties, and was indebted with one to some other person, and, in order to enable himself to meet the demand, borrowed of his co-debtor 300/., and deposited the goods of his other prin- cipal with him as a security for the amount, it was held that this was no pledge or loan of money, or deposit of goods, within the Factors' Acts, on the ground that it was a transaction not exclusively in his character of factor (rj). Wherever goods have been consigned to a factor for the purpose of sale, unless there is some express notice from the prin- cipal that the factor has no right to pledge them, he may do so. Thus, where some pearls were consigned to some factors in England, who, at the time of the shipment accepted bills for the con- signors to the amount of 2,4461., and afterwards on security of the pearls obtained 2,000/". from their own London agents, who were aware that they were consigned to the factors for sale, it was held that there was no evidence of mala fides, and that the advances were rightfully made (r). " I (7) Learoyd V. Robinson, 12 M. & W. 7i5. (r) Naviihliaw v. UrowiiriiSs;, 1 Sim., N. S. 573, and on appeal. Sec supra, tlic remarks of Lord St. Leonards on tlie Factors' Acts in tliis case. GIVEN BY factors' ACTS. 127 believe I should be putting upon the Act of Par- liament a construction totally different from that which the legislature intended it to receive, if I were to say that it meant to deal with two classes of de- posits by the owners of goods with factors, namely, one a deposit of goods with authority to sell them ; and, the other, a deposit of goods, with an autho- rity to pledge them. I believe that it is a very rare transaction indeed for a merchant to consign goods to a factor, merely that he may pledge them"(s). In this case, therefore, it was decided, that the principal could not recover the proceeds of the pearls on the ground of fraud in the transaction ; and that as the plaintiff might have a remedy at law, the bill must be dismissed. This decision has since been confirmed on appeal; and the judgment of Lord St. Leonards, on the case coming before him, may be looked upon as a sort of treatise on the two Acts by which pledges are authorized. («) Per Lord Cranworth, Navulshawv. Broiviirigg, 1 Sim., N. S. 573, and judgment of Lord St. Leonards ; 20 Law Times, 25 ; 21 L. J., Ch., 908. 128 payments to agents. Sect. 7. OF payments to agents. A payment to an agent is in law considered as a payment to the principal (t). But certain cir- cumstances in connection with the payment must be attended to. The sura paid must be specifically declared to be in discharge of a debt due to the principal ; and this is more especially necessary where any account is open between the person making the payment and the agent {u) ; or wliere the person making the payment holds a cheque or other security of the agent (x), the agent must, of course, be authorized to receive payment; and therefore, unless there be a particular allegation of authority for that purpose, it must be in the common course of the agent's employment that the payment is made. There is generally an im- plied authority to agents to receive payments, which are to be made in connection with any busi- ness they may have in hand. Thus clerks, shop- men and the like, may receive payment for goods sold by them in their employers' behalf. But it seems that the clerk of an agent is not authorized to receive payment on behalf of his master's pria- (t) Favrnr v. Jininr/f, 1 1 Kast, .38. (u) Bartlptt V. I'oitlnml, 10 15. & C. 7(50. {x) Underwood v. Niclwlls, 25 L. J., C. P., 79. PAYMENTS TO AGENTS. 129 cipal {y). Payments to masters of ships (2), fac- tors (a), attornies (b), auctioneers (c), or other agents, relative to their respective employments, are valid. But a payment to an agent, in a matter foreign to his calling, will not discharge the debtor. Nor will payments made to a person who is employed to transact a person's general business, in any particular calling, always discharge the payer. A person, being a solicitor and general agent for another, is not, from that fact, authorized to receive payment for his principal {d). A pay- ment of a sum of money, agreed to be lent, made by the lender to an attorney, who is employed to transact a loan, and acts as agent to both lender and borrower, will not be considered a payment to the principal, unless there is something to show that the attorney was authorized to receive pay- ment (e). It would appear that expediency, and a wish to make persons cautious in their dealings, rather than principle, dictated these two last decisions, as there can be little doubt that the attorney, if acting in the usual course of his employment, would be authorized to receive pay- {y) Kaye v. Brett, 19 L. J., Exch., 340. (a) An'dersonv. Hellier, 21 L. J., C. P., 151. (a) Baring v.Corrie, 2 B. & Aid. 137. \h) Colman v. Orion, 10 L. J., Cli., 18. (c) Mynn v. JolUffe, 1 Moo. & Rob. 326, but only of deposit, not of whole purchase-money. (rf) Colman v. Orton, 10 L. J., Ch., 18. (e) Wilkinson v. Candleish, 19 L. J., Exch., 166. g5 130 PAYMENTS TO AGENTS. ment. It is incumbent on parties making pay- ments to one whom they know to be the agents of another, as well as themselves, to be circumspect. Thus, where an attorney was employed as agent for two parties, the grantor and grantee of an annuity, and was entrusted by the grantor with money to repurchase the annuity, which money he appropriated, but nevertheless obtained from the grantee a release of the annuity, and an acknow- ledgment that the repurchase money had been paid ; the person who made the payment was held not to be discharged thereby ; for that, under the circumstances of the case, and especially from the fact of the receiver of payment being agent for both parties, he ought to have been more circum- spect as to whom he made payment (/). This case is one which must be of daily occurrence in the practice of attornies, and shows the danger of trusting persons in whom the employer has not just grounds for placing the most implicit con- fidence. A person employed to sell an estate is not authorized to receive payment for it, " since it is to the interest of the vendor that he should receive payment himself (<7), — a somewhat primitive reason, as it clearly might bo to the interest of the vendor that another should receive payment, provided he (/) Vandakur v. lilaffrave, 17 L..I., Ch., 45. {g) Mynn v. Jolliffe, 1 Moo. & Hob. 32G. PAYMENTS TO AGENTS. 131 ultimately gets what is due to him. But where the circumstances of a sale by an agent are such, that it is in the alternative for the agent, either to receive payment from a third person, or to give him credit on behalf of his principal, he may do that which is most to his principal's advantage, and accordingly may receive payment himself. Thus a master of a ship which had been wrecked, on disposing of it, for the benefit of the owner, at a distant port, may receive payment of the pur- chase-money (h). A payment, to be valid against the principal, must be made in such a manner as is usual in the course of trade, unless it may be inferred that the agent has authority to receive it in a different manner {i). On this ground it is probable that the decision, that an agent cannot receive his own cheque in payment, so as to dis- charge a party who had cashed it for his accom- modation, may be sustained (k). A fortiori, the express direction of the principal, that a payment may be made in a particular manner, will make any payment in that manner a valid discharge (/). Wherever money is due on any security, any person making a payment thereof should ascertain whether (h) Ireland v. Thompson, 17 L. J., C. P., 216. (t) Thorold\. Smith, 11 Mod. 711; Stewart v. Aberdeen, 4: Mee. & Wels. 211. (k) Underwood v. Nicholls, 25 L. J., C. P., 79. (/ ) Barker v. Greenwood, 2 Young & Coll. 419. 132 PAYMENTS TO AGENTS. the security is in the possession of him to whom the payment is made ; for otherwise, it is said, he will not be discharged unless the money reach the principal, not even though the agent to whom the payment is made should have been usually em- ployed to receive money ; for his non-production of the security rebuts the implication of authority arising from his employment (m). Where an agent has received a sum of money from a third person, which the latter is entitled to recall, if he has not paid the amount over to his principal, he is liable to refund upon demand being made (n). And the mere passing money in account, making rests without any new credit given, fresh bills accej)ted, or further sum advanced to the principal by the agent in consequence, is not equi- valent to a payment over. Where an insurance broker, having effected a policy of insurance for his principal, on a loss taking place received the amount thereof from the underwriters, passed the same in account, and gave credit to his principal for it ; on the underwriter discovering the loss to be foul, it was held that the broker was bound to refund the money (o). But if the agent has given a new credit to his principal since the payment, or (m) Smith, Merc. Law, p. 127 ; //<■« v. Cacsbt/, 1 Cha. Ca. 93. In) Cox V. Prenlirc, ;5 M. N: Sil. 3 tt ; Story, § 300, (o) Bullcr V. Harrison, 2 Cowp. bG5. PAYMENTS TO AGENTS. 133 has handed the money over without notice not to do so, he cannot be called upon to refund it, and the principal must be the party sued, it being a rule of law that the right of a principal to any money or property shall not be called in question in an ac- tion against the agent (p); and that the intermediate hand shall not be responsible, unless caught with the money in his possession (q). Thus, when the plaintiff, an intending purchaser of an estate, paid the defendant, the agent of the vendor, a sum of money by way of deposit ; the contract was after- wards rescinded, but previous thereto the defendant had paid his principal part of the deposit, and held the rest by agreement with him ; the plaintiff, on bringing an action for the deposit against the agent, was nonsuited on the above ground (r). Wherever a payment to an agent will be good as against the principal, a tender to him will be good also (s). If an agent illegally gets money into his pos- session, knowing that neither he nor his principal have any right to it, his paying it over to his prin- cipal will not discharge him from liability to refund it, if required {t). (p) Sadler v. Evans, 4 Burr. 1985; Hardman v. Willcock, 9 Bing. 382, n. ; Story, § 217. (q) Addison on Contracts, vol. ii. p. 7- (r) Hurley v. Baker, 16 L.J. , Exch., 273. (s) Goodland v. Bleivth, 1 Camp. 477. (i) Miller v. Arts, Selw. N. P. 93. 134 PAYMENTS TO AGENTS. If by fraud or misrepresentation an agent has induced a third person to pay money to him, which he hands over to his principal, he will still be answerable for the amount ; and he cannot plead his agency, and the transfer of the money to his employer, in bar of the right of the payer to recover it (u). The same is the case where a payment has been made to an agent under protest, and in such a case he cannot discharge himself by paying it over to his principal (x). No privity of contract exists between an agent and the person for whose use money is paid to him by his principal ; and consequently no action can be maintained by such third person, unless an assent has been expressed or implied by the agent to pay the money according to the directions he has received (?/). If a payment has been made to an agent, he becomes personally liable to his principal for the amount received, and the principal, to whom the money is due, will not be permitted to lose by the conduct of a substitute appointed by the agent, if from any act of his the money does not come to the principal's hands (xr). (u) Smith V. Sleap, 12 M. & W. r,SS. (.r) Wiihrficld V. Ncwbon, () Q. 15. 280 ; Parker v. Bristol and Exeter Rriilwai/ Comp'itii/, G I''xcli. 702. (y) Cobb v.'Beiilc, 6 Q. IJ. D.'H. (z) Makery v. Itamsage, 9 CI. & Fin. 818. ( 135 ) CHAPTER V. OF THE LIABILITY OF PRINCIPALS ON CONTRACTS. The employment of agents chiefly takes place in the negotiations and transactions of commerce; and questions as to the liability of the principal or the agent most frequently arise upon the terms of contracts entered into by agents on behalf of their principals. We will now proceed to consider the liabilities of principals on contracts. The principal has hitherto been considered as the only person liable, as indeed he is, if the agent having authority to contract for him, in so doing keeps within the scope of his authority. For no rule of law is better ascertained or stands upon a stronger foundation than this, that where an agent names his principal, the principal is responsible and not the agent (a). An agent may be appointed either by a formal instrument, by a verbal autho- rity, by mere transactions passing between himself (a) Ex parte Hartop, 12 Ves. 352. 136 LIABILITY OF PRINCIPALS ON CONTRACTS. and his principal in the way of business, or even by tacit acquiescence. Having been appointed he may declare his character, name his principal, and state all the circumstances relative to his employ- ment and his instructions, and then enter into all such contracts as are usually made by those simi- larly employed in the course of trade ; he may also do any act, or make any agreement which is called for by any extraordinary emergency. If these conditions are complied with, all his contracts and acts will be binding on his principal, who alone will be responsible for their fulfilment. The prin- cipal will be responsible, even if the agent exceed the limit of his apparent authority, if it can after- wards be shown that the authority really accorded to him comprises such excess. The principal will also be liable, if the agent exceeds the authority given to him, if he subsequently ratifies the acts of his agent. In the above cases the principal alone will be liable on a contract. ( 137 ) CHAPTER VI. OF THE LIABILITY OF AGENTS ON CONTRACTS. Sect. I. CONTRACTS IN WRITING. An agent may, and frequently does, make himself personally liable on contracts entered into on behalf of his principal. In the case of an agent signing a deed in words, which do not clearly show that he means to bind his principal by the instru- ment, even though he has the requisite authority under seal, the principal will not be bound. In such a case, the agent will be held personally and exclusively liable, ut res mag'is valeat quampereat, and, moreover, as the person contracted with, being liable on such an instrument, must have his remedy against some person, that person will be the agent. And if there are any descriptive words declaring the character of the agent, and the name of the principal, they will, in contracts of this description, be treated as mere surplusage. Covenants by deed must be expressed to be made by the prin- cipal himself, and if the agent has authority to execute the instrument, the principal will be bound. But if they are expressed to be made by the agent> 138 LIABILITY OF AGENTS ON CONTRACTS : the disclosure of his principal on the face of the instrument avails him nothing, and he will be him- self exclusively responsible. Thus, where a man covenanted for himself and his heirs for and on behalf of A, B. to do a certain act; it was held that he, and not his principal A. B., was answer- able for its performance (c). An agent will make himself responsible on agree- ments or undertakings in writing, not under seal, if he does not disclose his principal, but enters into the contract in his own name, even though he is known to be an agent at the time of entering into the contract {d). And, if the agent should have entered into the contract under an authority from his principal, if he is sought to be charged, he cannot, if the contract is in writing, introduce oral evidence to show that his principal, and not him- self, is the contracting party, and thus discharge himself from liability {e). But, on the other hand, although an agent, by writing, contracts as dgent, and subsequently discloses his principal, if he does not do so at the time of entering into the contract, the party with whom the contract is made may give evidence of the usage of trade, to show that in the contract the agent is personally liable (/). In the common form of policies of (c) /tpp'eton V. Binks, 5 East, 148. {d) Jones V. JAllhdalc, (i Ail. & E. 186. (r) Uiagini v. Seiiior, « M. & W. 84-4. (/) liumfrcy v. Dale, 28 Law Times, Q. B., 285. IN WRITING. 139 insurance, the agent, in his own name, causes himself to be insured for his principal, or for whom it may concern. In such a case he is deemed an immediate, though not the sole con- tracting party, and the underwriter and himself become reciprocally parties to and obliged by the policy ( g). Where an auctioneer after a sale signed an agreement with the purchaser, " I, A. B., do hereby acknowledge to have this day sold, and I, the undersigned C. C, do acknowledge this day to have purchased," the auctioneer was held to have rendered himself personally responsible for the fulfilment of the contract (/«^. Where an agent sold some shares for another person in his own name, and his clerk entered the sale in his sale book, he was held liable on the contract ii). No evidence will be admitted for the purpose of dis- charging an agent in such a case {j). In written contracts entered into by agents, it is often very difficult to determine whether the agent is or is not bound as well as the principal. Justice Story seems to be of opinion that the fact of the principal being indirectly liable on the contract does not exonerate the agent from all personal responsibility. Nothing is more common than for a contract to be made, by which the agent is personally bound, and which (g) Story, § 272. (/() Gray v. Giitteridge, 1 M. & R. 618. (i) Magee v. Atkinson, 2 M, & W. 442. {j) Higgins V. Senior, 8 M. & W. 844. 140 LIABILITY OF AGENTS ON CONTRACTS : is ex consequenti binding on the principal also, al- though the latter is not a direct and immediate party to the instrument. The correct doctrine would seem to be that, where the agent is a direct party to a written instrument and the principal is not, so that the latter is not ex directo suable thereon, there the agent, although he describes himself as agent, is suable upon the covenants and agreements contained therein, as on his own personal contract (/i). Some of the cases appear very irreconcileable. In one case a man covenanted for himself, his heirs, &c., for and on behalf of J. S. to do a certain act, and it was held that he, and not J. S., was answerable for its performance (Z). Where, by a written agreement A., on the part of B., agreed to let, and the plaintiff agreed to take a certain messuage and premises at a yearly rent payable to the defendant for the use of A., and licence for certain acts was to be given by the de- fendant on the part of A., and the plaintiff was to execute a lease when called upon by the defendant. The agreement was signed by the defendant in his own name. An action on the agreement was brought against the defendant, and he was held to be personally liable {m), "The contracting parties (/f) Parke, B.,in lU^gins v. Senior, Story, § 278 ; 8 M, & W. 844'. (/ ) /tpplrtnn v. lihilcs, f) East, 118. (jn) Tinnier v. Cliri.sCiau, '![■ I,..!., (i. H., 91 ; Norton v. Ilcrroii, Ry. & M, 229, is a precisely similar case. IN WRITING. 141 are the defendant of the one part and tlie plaintiff of the other part. To be sure the words, ' for and on behalf, &c.,' were added after the defendant's name ; but still the defendant contracts. In Lewis V. Nicholson {n), the defendants were not them- selves to do the act contracted for, and, therefore, no personal liability was incurred by them." It was considered a pointof some importance that the rent was reserved and payable to defendant (o). By a charter-party between the plaintiff and defendants, a ship was chartered by the defendants to the plaintiff for a certain voyage. No mention was made of any other name than the defendant's in the instrument; but at the foot of the charter- party were the words, " By authority of and as agents for A.," and the signature of the defendants followed. It was held that the defendants were per- sonally liable for a breach of the charter-party {p). " Many cases have decided that it is not sufficient to free the parties to a contract from personal liability that they state in the contract that they enter into it as agents for another person ; but that the whole instrument must be looked to, in order to see whether the contract is made by them as principals or agents." The words of the contract (w) 21 L. J., Q. B., 311. See post, p. 144. (o) Per Lord Campbell and Coleridge, J., Tanner v. Christian, 24 L. J., Q. B., 94. {p) Lennard v. Robinson, 20 L. J., Q. B,, 275. 142 LIABILITY OF AGENTS ON CONTRACTS : were held extremely strong to show that the con- tract was intended to bind the defendants personally. In the above cases the fact of the agency, although alluded to, does not seem to have been so expressed on the face of the instrument as to lead to the supposition that the third party mainly relied on the credit of principal, but rather, on a fair con- struction of the words of the instrument, on that of the agent. If, in addition, the agent represent- ing himself to be the principal, the party seeking to charge the agent's employer has debited the agent as his debtor in his books, the latter, of course, will be the only person he can charge {q). But in written instruments, a declaration of the charac- ter in which the agent signs, and of the person in whose behalf he does so, in such a manner as to show that the principal's credit is chiefly relied on, will be sufficient to shift the responsibility from the agent to the principal, so that where Lavender, an auctioneer, entered into an agreement on behalf of S. 11. and signed it in his own name, but at the foot of the agreement were the words, " I hereby sanction the agreement and approve of Charles Lavender, having entered into it on my behalf:" it was held that Lavender was not responsible thereon {r). On the wording and signing of this instrument, it would {q) Pemell v. Alexander, 23 L. .1., Q. 15., 171. (r) Spillle V. Lavender, 2 Brod. & Bing. 152. IN WRITING. 143 appear that Lavender would have been responsible ; and it may be questioned how far the contempla- tion of a subsequent approval by the principal, as shown by the words quoted, ought to have dis- charged the agent. Again, where an agent undertook (on behalf of his principals) to pay a sum of money, and it appeared from the attendant circumstances that the undertaking was given by him in the course of his employment as agent, he was held not to be liable upon the contract (s). Where goods were consigned to a person " for the London Gas Com- pany, or to his assignees, he or they paying freight for the goods," which he accordingly promised to pay, it was held that, as he appeared on the face of the bill of lading to be the agent of the com- pany, it must be taken that the promise was made by him in his character of agent, and that it was not binding upon him personally (t). A proposition is made by Mr. Smith, in his " Leading Cases," vol. ii. p. 223 b, to this effect : — " If a person state himself to be an agent, but have really no principal, he is in law himself the prin- cipal." In a case recently decided, where one Hutchinson entered into a contract in writing, purporting to be made between the plaintiff and («) Dounman v. Williams, 7 Q. B. 109. {t) Amos V. Temperleij, 8 M. & W. 805. 144 LIABILITY OF AGENTS ON CONTRACTS: T. A. Barnes, and signed it " R. Hutchinson, for T. A. Barnes," and it was proved that Barnes had given Hutchinson no authority to enter into the contract, on the plaintiff seeking to charge Hutch- inson on the contract, it was held that he could not be treated as a party to the instrument so as to be sued upon it, unless shown to be the real principal (u). This case would seem to contradict Mr» Smith's proposition. In another case, an action was brought on an undertaking of the defendants, the material words of which were, — " We hereby, on behalf of the assignees, consent," &c. It appeared that the defendants gave the undertaking without any authority from the prin- cipals (the assignees). It was held, that they were not personally liable on the undertaking (a:). Lord Campbell, in his judgment, said : — " It has been reported that Bayley, B., laid down the general rule, that where an agent makes a contract in the name of his principal, and it turns out that the principal is not liable, owing to want of authority in the agent to make such contract, the agent himself is personally liable. I must dissent from that doctrine. I think it nmst be conhncd to cases where the party professing to give the undertaking . (u) Jenkins v. Hulchiii.ion, 13 Q. I?. 71 !• ; 18 L. J., Q. B,. 275. (.r) Nicholson v. Lewis, 21 L. J., Q. IJ., 311. See also Tanner V. Christian, 24' L. J., Q. 15., 91 1 and Carr v. Jackson, L. J., Exch., 3i6. IN WRITING. 145 could undertake. In Jenldns v. Hutchinson it was held, that a party who executes an instrument in the name of, and expressly as agent for, another, cannot be treated as a party to the instrument, so as to be sued upon it, unless he be shown to be the real principal. I go further and say, that when a j)arty clearly contracts in the name of, and as agent for another, he cannot be sued upon the contract. If he has been guilty of fraud he may be sued in an action for the deceit, or perhaps he may be sued upon the implied undertaking that he had authority." A. believing himself to be the agent of G. for letting a farm, entered into an agreement with B. to let him the farm on a lease, and signed as agent of A. B., believing him duly authorized, entered on the farm. G. then refused to grant a lease, denying that A. had authority to bind him to do so. B. then filed a bill for specific performance against G., which was dismissed, on the ground that A. had no authority to bind G. as his agent. It was held that A. was liable to B. on the implied warranty that he had authority, and that B. could recover from him the money laid out on the farm and the costs of the chancery suit. Lord Campbell in this case said: "The notion of suing the agent as principal in such a case I always thought absurd" (.i). These case may be con- (x) Collen V. Wright, 28 Law Times, Q. B., 2()7. P. A. H 146 LIABILITY OF AGENTS ON CONTRACTS : sidered as deciding the questions which have arisen on the point, and are in opposition to what has been laid down by Justice Story, who says, — " Wherever any party undertakes to do any act as the agent of another, if he does not possess any authority from the principal, he will be personally respon- sible therefore to the person with whom he is dealing for or on account of his principal. He proceeds to doubt the authority of Polhill v. Walter {y), in which it was held that a party who acted upon the authority of a forged instrument, believing it to be genuine, was not responsible on the contract. The case of Nicholson v. Lewis shows that this decision was correct. The conclusion there arrived at seems just and reasonable, for, no doubt, a jury would, in such a case, give ample damages to the party aggrieved. The result of recent decisions would seem to establish that the views entertained by Justice Story and Mr. Smith have not, on due considera- tion, received the approval of the judicial bench; and it would apj)ear that, in the case of written contracts entered into by agents, the rule is, that the agent can be held liable as well as the prin- cipal only in the case in which he signs his name as agent and docs not disclose his principal, in which case, if Jic had authority to charge his principal, (y) 3 B. & Adol. HI' I Story, § 26i, n. IN WRITING. 147 the third party may resort to any evidence he can obtain to charge the principal, and the principal will be liable. If the agent had no such authority, the principal will be discharged from the contract, as also the agent ; but the latter will be liable to an action for any damage resulting from the non- fulfilment of the contract, or on the implied war- ranty that he had authority. Bills of exchange and promissory notes stand upon a somewhat different footing from other written contracts. There appears to be this dis- tinction between the two, — that bills, or notes, can never strictly be said to be for the benefit of a principal whose agent signs them ; for, although the principal has received value for it, a negotiable instrument goes forth to the world merely as an obligation to pay a certain sum of money ; whereas, in the case of a written contract, the mutual obliga- tion generally appears on the face of it. It could not be asserted by a person, who got the possession of a bill, or note, that the principal, whose agent had signed it without disclosing his name, was the party for whose benefit the contract was entered into, and on the principle, qui sentit commodum sentire debet et onus, that he was chargeable on the instrument. Accordingly, there appears to be no case in which, if credit on a bill or note has been given exclusively, in the first instance, to an h2 148 LIABILITY OF AGENTS ON CONTRACTS : agent who does not disclose his principal, the party holdino- tlie note has had the election to charge the principal on discovering who he is (z). And, therefore, where a bill of exchange, or promissory note or other negotiable instrument is signed by an agent in his own name, without any qualifica- tion of his liability, he will be personally respon- sible thereon, although he has himself no interest in the transaction, and it was in the knowledge of the person whom he seeks to charge that he was not a party interested. • Where a bill was drawn on the cashier of a company on account of the company, and the cashier accepted it in his own name, he was held personally liable on his acceptance (a). Justice Story expresses his doubts whether this principle of the personal liability of the agent was not carried too far in this case; but in more recent English decisions the principle has been carried quite as far (b). Thus, where a bill of exchange, purporting to be for value " received in machinery supplied to the Mining Company" was addressed to the de- fendant, who accepted the same, thus — " Accepted for the Company, A. B., purser :" it was held that {z) Liniliis V. Jiradurll, r, Com. 15. 5S3 ; 17 L. J., C P., 121. (rt) Thomas v. Bisliop, 2 Str. '.)•')') ; and sec Jrtihiiis v. Morris, IG Mee. & W. 877. (/>) Story, § 260, n. ; Marc v. Chmies, 2,5 L. J,, Q. B., 1 H). IN WRITING. 149 defendant was personally liable. Lord Campbell said, — " This case falls within the principle of Thomas v. Bishop, which may have been doubted on the other side of the Atlantic, but has always been looked upon as good law here" (c). But it was considered, that on an acceptance by a purser of a company, under similar circumstances, the words " per proc." relieved him from responsi- bility (c). If an agent who is employed to purchase bills for his principal should have them made payable to himself, and should then indorse and remit them to his principal, he will be liable to the prin- cipal, as well as to third parties as indorsee {d). In these cases, from the form of the transaction, the agent has made himself a direct party to the contract, and his liability is piecisely the same as that of any other person who draws, accepts or indorses a bill or note. But a bill of exchange or promissory note may be signed, drawn, indorsed or accepted on behalf of another person, whose name appears on the face of the instrument without making the party sign- ing personally responsible thereon. And a person may sign a note of hand for himself and three others, and if it appears that he was the agent for (c) Nicholls V. Diamond, 23 L. J., Exch., 1 ; see also Oiveti v. Fan Uster, 10 C. B. 313 ; 20 L. J., C. P., 61. (d) Story, § 269 ; Goupy v. Harden, 7 Taunt. 159. 150 LIABILITY OF AGENTS ON CONTRACTS t these three, the note will be bhiding upon all four, and all must be made defendants in an action brought upon the instrument (e). If credit on a bill or note has been given to a principal whose name does not appear, from the belief that he has authorized the agent to accept, indorse or sign it in the manner and form adopted, and it should be proved that such authority was given by the principal, he will be held liable on the contract, and oral evidence may be resorted to in order to charge him. But even in such a case the agent would also be personally liable from the terms of the contract. Sect. 2. contracts generally. In cases where the contract is not, as well as in those in which it is, in writing, the agent may make himself personally responsible by not disclosing the fact of his agency, and thereby leading the person he contracts with to suppose him to be the con- tracting party. The main question in all contracts entered into between agents and third parties will be, to whom is credit given by the third party ? Is it to the princij)al or to the agent ? In the case we (e) Ex parte Buckley, li M. & W. 46!). IN GENERAL. 151 have just mentioned, it is clear that credit has been exclusively given to the agent. Therefore, if a factor buys goods in his own name, and treats with the other party, as if he were himself the principal, he will be liable to the seller for the fulfilment of the contract (/). Again, if the agent discloses the fact of his agency, but does not make known the name of his principal, he will be himself personally liable on the contract entered into under such cir- cumstances. Thus, where an agent purchases goods for his principal, declaring that he does so as agent, but not informing the other party of the name of his principal, he will be liable for the price of the goods. Where an auctioneer sells shares at a public auction, without disclosing the name of the owner of the shares, he makes himself personally responsible for the fulfilment of the contract of sale (g). In the above cases exclusive credit is given to the agent. Notwithstanding an agent may disclose both the fact of his agency and the name of his principal, if he expressly pledges his own credit, and voluntarily undertakes the fulfil- ment of the contract, he will make himself person- ally responsible. Thus, if a person declare in a verbal contract that it was made for a principal, at the same time naming hini, but should also give (/) Story, 1$ 2C6 ; see Owen v. Goorli, 2 Esp. 567. (g) Frankli/n v. Lamond, 4 C. B. 637 ; 16 L. J., C. P., 221 ; Henson v. Roherdean, Peake, N. P. C. 163. 152 LIABILITY OF AGENTS ON CONTRACTS: his own word for its fulfilment, he may be charged upon such his undertaking [h). The principle will, of course, apply with more force to written con- tracts, in which alone, indeed, the rule will, in ordi- nary practice, bear. One instance occurs with respect to oral contracts. A foreign merchant went with his agent to certain tradesmen, and bought goods in the name of the agent, it being known at the time that the merchant was the principal ; it was held in this case that the credit of the agent was presumed to be exclusively relied on, and that he alone was liable on the contract (i). Indeed, Justice Story says the doctrine may be stated in a more general form, that where exclusive credit is given to an agent in any transaction for a known principal, there the party contracted with must abide by his election, and can charge only the agent (k). Where an agent declares himself to be acting for a principal, where circumstances are such that, in the knowledge of the agent, he is not responsible, a strong presumption arises that he meant to pledge his own credit. The ground of this is, that, unless these persons were liable on the contracts made by (//) Srrace v. U'hittl»f:lon, 2 B. 8: C. 11. (i) I'fitfrson v. (iuiKiiisrqiii, 15 East, li'l ; Story, § 2S!). (/f) Story, § 289 ; Addison v. Gatiriasvriiii, 4 Taunt. ^T^. But in this case the question soemed to be, who was the real prin- cipal ; and (jiirerfi as to the position stated, if the principal is not prejudiced liy being held liable. IN GENERAL. 153 them, the other party would be left without a remedy. Thus, where public persons, as com- missioners of roads, or overseers contracted with others for the performance of work, the supply of goods, &c., they were held to be personally liable to those with whom they had contracted, for there was no one else to whom recourse could be had (l). Such agents are left to their remedy over against the persons for whom they act, if they refuse to ratify their acts. Where a principal resides abroad, the whole credit is considered as subsisting between the immediate contracting parties in this country. The home factor will, therefore, be personally and also exclusively responsible upon a contract made by him for a foreign principal (m). If there is no responsible principal, an agent who contracts for a fictitious one will be personally liable (w).* There is an exception to the rule above stated as to agents being liable where there is no principal to whom recourse could be had in the case of Government agents acting for the j)ublic ; such agents will not be held liable on contracts made by them in their public capacity. In these cases it is evident that (I ) Eaton V. Bell, .5 B. & Aid. 34 ; Myriel v. Hymensold, Hard. 2(),j ; Story, §§ 283 — 286. But most of the cases there cited go to show that the parties mentioned to be agents were tliemselves the principals or quasi principals. (w) Houghton V. iViUiams, 3 Bos. & Pull. 490; Thomson v. Davenport, 9 B. & C. 78 ; Wilson v. Zulueta, 19 L. J., Q. B., 49. (n) Child V. iMorris, 2 Brod. & Bing. 460 ; Story, § 280. h5 154 LIABILITY OF AGENTS ON CONTRACTS : the person contracting with the agent relies on the credit of the Government (o). There is also an exception in the case of persons acting as agents for charitable institutions, as it is always under- stood that the funds of the institution are primarily liable for any goods supplied (p). It appears to have been formerly held, that where an agent in entering into a contract ex- ceeds his authority in such a manner as to render his principal irresponsible, he will render him- self responsible. It was said to be essential that the excess should be of such a description that the principal could not be sued upon the con- tract ; for, if the excess were in some matter of small importance, which could be settled be- tween the principal and the agent, as this could prove no ground of defence on the part of the principal, so it could be no ground for seeking to charge the agent. It was held, that a broker, who had purchased an article of a different descrip- tion from that which he was instructed by his principal to procure, insomuch that the latter was not answerable for the j)rice, had committed an excess of authority, so as to render himself liable to an action either on the contract or for a loss sustained on a resale (y). And the fact of the (») (11,11,1/ V. Li)i;l Piilmi-rslon, 2 l?rod. & Bitig. 27-5; Macbeath V. Ilal,liw,nid, 1 T. R. 172. {p) liurh V. SmilU, 7 IJing. U. 70.'); Story, § 287. (f/) Jiutl India CumjHiny v. llcnslcy, 1 Ksp. 111. IN GENERAL. 153 principal having been disclosed by him, did not discharge him from the liabihty. But it is dif- ficult to see why an agent should be held respon- sible on the contract for an excess of authority, and yet should not be held responsible if he has no authority at all. And we have seen by the case of Nicholson v. Lewis, and also of Collen v. Wright (r), that in the latter event he cannot be sued on the contract, but is only liable for the tort or the implied warranty that he had authority. It is, therefore, probable that the case of LJast India Company v. Hensley would not be decided in the same manner now, unless it could be shown that credit was given to the broker in his character of broker. If an agent, although known to be such, should expressly warrant soundness, a good title, or any other fact respecting a commodity or estate sold by him for his principal, if the credit is clearly given to him upon such warranty he will be liable thereon. Indeed, if such warranty were made falsely and fraudulently and without authority, the agent would be personally liable thereon as a matter of lort or on the implied undertaking that he had authority to warrant is). [r) Supra, p. 145. (.?) Nicholson V. Lewis, 21 L. J., Q. B., 311 ; Colle7i v. Wright, 28 Law Times, Q. B., 267. 156 LIABILITY OF AGENTS ON CONTRACTS: Sect. 3. AS TO THIRD PARTy's RIGHT OF ELECTION AS TO WHOM HE "WILL SUE. It has been stated above, that if an agent does not disclose the fact of his agency or the name of his principal, he is exclusively responsible on any con- tract entered into under such circumstance. But on the party contracted with discovering that the agent has a principal, he may, if he chooses, look to the principal for the fulfilment of the agreement. His right of election as to whom he will chars^e remains open until he knows who the principal is, and he is not presumed to have an intention to elect either exclusively until the names and credit of both are fairly before him (t). If a sum of money is due from an agent or his principal to a third person, such person may, notwithstanding lie has debited the agent in the transaction in respect of which the money is due, claim payment of the principal when discovered. lie may, in such a case, sue the agent on his personal contract, and the principal on the contract of his agent (u). Mr. Smith has put forward the two following clearly expressed propositions on the subject : — (t) Thomson V. Duvciiport, B. & C. 78 ; Pntcrson v. Gaiiilti- sequi, \!) I'last, G2; 2 Smith's L. Cases, 220 et seq. («) Ihid. RIGHT OF ELECTION AS TO WHOM TO SUE. 157 1. Where A. contracts with B. without stating hiniseH" to be an agent, but does not name his principal, B. may, on discovering his ])rincipa], elect between them. 2. The rule is the same where he states himself to be an agent, but does not name his principal (v). If there be a contract in writing, oral evidence will be admitted to show that the person making the contract was an agent, and that another person was the party really interested in the contract (a:). The admission of such evidence is not contrary to the well-established rule of law, that written instru- ments shall not be varied or contradicted by parol, but is a carrying out of the principle that parol evidence may be admitted to explain the true terms of a contract. Such evidence does not deny that the contract is binding on those whom, on the face of it, it purports to bind ; but shows that it is so on another, by reason that the act of the agent, in signing the agreement in pursuance of the authority, is in law the act of the principal. Thus, where an English merchant resident abroad bought and sold goods in the name of his prin- cipal, and the agent signed contracts for the principal in his own name, oral evidence was ad- mitted to prove that the name of the agent was the (v) 2 Smith's L. Cases, 223. (.r) 1f'ilso>i V. Hart, 7 Taunt. 295; Sutherland v. Pratt, 13 L. J., Exch., 240. 158 LIABILITY OF AGENTS ON CONTRACTS: adopted trading name of the merchant (?/). And, where an agent bought and sold goods as his own, oral evidence was admitted on behalf of a party seeking to charge the principal, that the agent was only an agent (z). If an agent contracts for another person, whose name he declares, but from whom he has no authority, oral evidence will be admitted for the purpose of establishing that he is himself the prin- cipal (a). Although there is some contradiction in an agent saying, I am the principal ; there would be no contradiction in a Court of Law considering him as filling two characters, those of principal and agent (5). But if there is any real contra- diction between the oral evidence offered and the written instrument, the oral evidence will be re- jected. Where, accordingly, an agent sold shares in his own name, and his clerk entered the sale in his sale book, as being from his master, and after- wards altered his sale book, and sent a note to the buyer representing the sale as being from another person, evidence to show a custom to send in broker's notes without disclosing the principal's name was rejected, because " it would be evidence (7/) Trueman v. Loder, 1 1 Ad. & Vj. 595, remarked upon in ILi'mfrry v. Dak, 28 L. Times, Q. R. 278. (2) Wilson V. II. (a) Jenkins v. Iliitchinson, 13 Q. H. 71t : IS L. J., Q. B., 275. \b) Schmalz v. Avery, 20 L. J., C. B., 228. RIGHT OF ELECTION AS TO WHOM TO SUE. 159 to alter a written contract ;" and, said Baron Alder- son, " The custom offered to be proved was a custom to alter the common law of England" (c). If a person, in dealing with an agent, chooses to take his chance of the principal's responsibility, and shows by his acts that he has no intention of looking to the agent, he makes his election, and cannot afterwards seek to make the agent respon- sible in the contract. A del credere commission does not affect the personal liability of the agent as to third parties, but only regulates the settlement of accounts be- tween himself and his principal {d). Nor will any private agreement between the principal and agent at all affect the rights of third parties against them (e). It must be understood that in all cases, where a third person, having all the circumstances fairly before him, makes his election as to whom he will charge, the other is discharged, and he cannot turn round and sue the party discharged. There is a qualification to the liability of a principal in cases where a third party has an election whether he shall be charged or not, which is this: — If there has been any laches on the part of the person seeking to charge the principal, so (c) Magee v. Atkinson, 2 M. & W. 44'0. \d) Morris v. Cleashy, 4 M. & S. 566. (e) Railton v. Hodgson, 4 Taunt. 576 ; Rich v. Coe, Cowp. 636. 160 LIABILITY OF AGENTS ON CONTRACTS : that an alteration is made in the state of the accounts between the principal and his agent, pre- vious to the principal being sought to be charged, he will be exonerated from liability. Thus, if in the interval between the contract being entered into and the actual settlement, but after the time appointed for settlement, the principal has paid the agent for goods bought, and is sued by the vendor for the price, he will be discharged from liability, and the vendor will be considered to have chosen the agent as his debtor (/). Again, if the vendor takes a bill of the agent in payment, the principal will be discharged {g). If the time for payment, however, has not elapsed, the principal cannot, by settling with the agent, deprive the vendor of his right of election as to whom he will charge {h). In the case which decides this, four specific quan-^ tities of coffee were sold by Kymer, the plaintiff, to Kenyon and Co., the brokers of the defendant Suwercropp, upon the condition that they were to be paid for on delivery, and to be taken away within a month. Part of the coffee was delivered, first to the brokers and then to the defendant, who gave to the brokers a bill for 750/., one month after date, for the coffee which had been received. (/) Kijmcr V. Siiurrrropp, 1 C;im]). 109. {p) Story, § 41!), unless he took the hill cnntlitioiialli/ ; Kymcr V. SHWcrmipp, 1 ();im|i. 109. (/j) S. C. ; llcald and others v. Kvnworthy, 24 L. J., Exch., 76. RIGHT OF ELECTION AS TO WHOM TO SUE. 161 Kenyon and Co. did not pay for the coffee on delivery to them, so that Suwercropp had obtained the goods contrary to the contract. Kenyon and Co. soon after stopped payment. The plaintiffs then tendered the rest of the coffee to Suwercropp, and demanded payment of the whole, which was refused by Suwercropp, on the ground that he had already settled with his agents Kenyon and Co. for the part delivered. The plaintiff recovered, probably upon the ground that there had been collusion between the defendant and his agents, and that the defendant had obtained possession of the goods contrary to the contract. In Smyth V. Anderson {i'^, the case of Kymer v. Suwercropp was much noticed, and was thought by the learned judges to have been misunderstood, and was not considered as establishino- the general principle that settlement by a principal with his agent previous to the time of credit expiring could in no case discharge the principal. Kymer v. Suwe7xropp shows that the vendee is not discharged where there is evidently no kind of unfairness in his being made to pay, on the ground that he has not paid at all or in any manner ; but it by no means establishes that there are no circum- stances that can occur, except a payment after the day, which will make it unfair for the vendor to (0 18 L. J., C.P., 109. 162 LIABILITY OF AGENTS ON CONTRACTS : recover against the vendee, and therefore discharge the latter. In the case of Smyth v. Anderson, it was held that a principal residing abroad, who was known to the vendors, who had bona fide paid his agent for goods bought by the latter on his account, could not be made to pay the price over again on some bills, given by the agents to the vendors in payment of their claims, having been dishonoured. The remittance to their agents by them from abroad of sufficient funds to enable the agent to meet the demand was a good and valid payment. But per- haps this case was decided mainly upon the ground of the vendors, by having accepted bills of the agent as a security, having made themselves parties to the transaction, as well as from the fact of the princi- pal residing abroad ; and it would probably be held, that where no bill is given by the agent, a payment to him by his principal living in the same country would not discharge the principal in case the agent became insolvent before the time of pay- ment had arrived. Where parties are living in the same country, and no bill is given, there is no oc- casion for any remittance to put the broker in funds at the time when the payment is to become due. In such a case, if the vendee pays the broker before that time, and without the privity or know- ledge of the vendor, it is easy to see why the vendor should not be entitled to avail himself of that as a RIGHT OF ELECTION AS TO WHOM TO SUE. 163 defence. Where plaintiffs sold goods to an agent of defendant, treating the agent as principal, and the defendant soon after paid the agent sufficient to enable him to pay for the goods : it was held that, in the absence of anything to show that the plaintiffs had influenced the defendants in their conduct in settling with their agent, the defend- ants were liable to the plaintiffs for the price of the goods (k). " If a man order goods, he is bound to see that his agent pays for them, and the giving of money to his agent does not amount to payment, unless the money be actually so applied." " If the principal is in- duced by the conduct of the seller to pay his own agent, on the faith that the agent will settle with the seller, in such a case the seller would be pre- cluded from recovering, as it would be unjust for him to do so" (Z). We may conclude, therefore, that, where both principal and agent reside in the same country, a vendor by taking bills of the agent in payment for goods sold on credit thereby dis- charges the principal, provided that at the time the bills were given sufficient funds of the principal were in the agent's hands. The principal will be equally discharged if he puts the agent in funds to meet the bill given by him subsequently to the sale for the purpose of discharging the debt. If, on (/t) Heald v. Kenworthy, 24 L. J., Exch., 76. \l) Per Parke, B., Heald v. Kenworthy, 24 L. J., Exch., 77. 164 LIABILITY OF AGENTS ON CONTRACTS: the other hand, the agent gives a bill, but has no funds of his principal in his hands, and does not receive any for the purpose of meeting the demand, the principal will be held liable. The giving of a bill by the principal to the agent will not discharge the former from his liability. If the agent does not give a bill, the principal will, under any circum- stances, be liable until payment is made, unless he has been induced by the vendors to pay or other- wise settle with his own agent, and it would con- sequently be unjust to hold him liable. If any receipt given by a vendor to the agent induces the principal to deal differently with his agent on the supposition that a settlement has been come to, the principal will be discharged (m). If there has been any misrepresentation" on the part of the vendor, so that the principal has paid money to his agent, he will be discharged from liability (n). It is incumbent on a person seeking to charge a principal to show that the contract he seeks to en- force is the same that the agent had authority from the principal to enter into, or that the principal in a mistaken belief supposed himself to have adopted, if he has adopted it (o). Payment by an agent will of course discharge the principal in a contract of purchase. {m) JVijattv. Marquis of ITer(ford, 3 East, 147. (;/) Hi'uld V. KcimHirtlnj, 2\- L. J., Exch., 77. (o) Ilorsfall V. Fauutleroy, 10 B.C. 755. ratification by principal, etc. 165 Sect. 4. ratification by the principal, and its effect as to third persons. Having previously considered the subject of rati- fication by a principal with reference to its being set up as a defence by the agent to any claim made upon him by his principal for a transgression of his instructions, it will be pioper in this place to inquire in what manner a ratification by the principal affects his own liability as to third persons. We will pre- mise, however, that a ratification may be made in the same manner, as to its form in this case, as it could with respect to the agent. A ratification when fairly made will have the same effect as cin oiiginal authority to bind the principal. Therefore, an action, whether on ac- count of some contract or act of the agent, which, if authorized, would give to any one a right of ac- tion against the principal, may, if the contract or act be unauthorized, but subsequently ratified by the principal, be brought against the principal thereupon (p). Thus, if an agent sells goods on behalf of his principal, without his authority, and the principal subsequently ratifies the transaction, the purchaser may sue on the contract, if the goods (p) Maclean \. Dunn, 1 M. & P. 761 ; Story, § 244. 166 LIABILITY OF AGENTS ON CONTRACTS : are not delivered. Where two persons, being jointly interested in some oil, one of them sold it without the knowledge of the other, who, on being informed of the fact, refused to be bound by the sale ; on an altercation taking place with the pur- chasers, the one who had dissented said, — " Well, then, the oil must be delivered ;" it was held this amounted to a ratification, and was as good as a previous authority (q). On the other hand, in the following case the approval of a draft was not con- sidered to be such a ratification as to confer an authority ab initio. A. carried on a negotiation for B., for the purchase of some property, who had full knowledge of the fact of his doing so. And, after some documents passing between the parties, a draft assignment was prepared, which recited that the contract was a joint purchase by A. and B. This was submitted to, and approved by B., who was willing at that time to adopt the contract, but subsequently he changed his mind. It was held that there was no evidence that B. had entered into the agreement, or that A. had acted as his agent, and that his a])proval of the draft containing the recital did not bind B. (r). " The principal is bound by the act which he has ratified, whether it be for bis detriment or advan- (17) Snamcsy. Sprnccr, 1 I), iv 11. 32. (r) Toligno V. Martin, 22 L. J., Cli., 502. RATIFICATION BY PRINCIPAL, ETC 167 tage, and whether it be founded on tort or contract, to the same extent, and with all the consequences which follow from the same act if done by previous authority" (s). If the contract ratified be one in writing, the subsequent ratification may be by parol ; and such means of making the contract valid will not be deemed in contravention of the Statute of Frauds, but, under that statute, the rati- fication of the principal will be held to relate back to the time when the agent made the contract {t). The adoption of the acts of a sub-agent, although he was not originally authorized to be appointed by the principal, will bind the latter in the same man- ner as if he had previously authorized the appoint- ment, and had given to the original agent a power of substitution (u). The right of the principal to ratify and adopt any contract, which does not involve the right of a third person, so as to bind himself, or to transfer to himself an obligation previously due to the agent, always exists : but he cannot always ratify the act of his agent, so as to raise a duty to him- self from a third person. Thus, where a person gave notice on behalf of a landlord to a tenant to quit, without having any authority to do so at the (s) Wilson V. Tummon, 6 Sc. N. R. 904, per Tindal, C. J. \t) Maclean v. Dunn, 1 D. & R. 32 ; 4 Ring. 722 ; Soames y. '^ Spencer, 1 D. & R. 32. iu) Blore v. Sutton, 3 Meriv. 246. 168 LIABILITY OF AGENTS ON CONTRACTS. time, the subsequent ratification of the act by the principal was held not to give validity to the notice (x). The ratification must be of the whole or none, as we have seen with reference to its being pleaded as a defence by agents (y). Where a principal ratifies the negligent or wrong- ful act of his agent, he becomes answerable for it as much as if he had originally commanded '\t(z). But any apparent assent or ratification on the part of the principal subsequent to the wrongful act of the agent, must, in order to bind him, be made with full knowledge that the agent had acted wrongfully (a). (x) Doe d. Mmm v. milters, 10 B. & C. 626. (y) Supra, p. 65. (z) Bates \. Pilling, 6 B. & C. 38 ; Stow, § 456. (a) Freeman v. Roslwr, 18 L. J., Q. B., 311. ( 169 ) CHAPTER VII. OF THE MANNER IN WHICH AN AGENT MAY BIND HIS PRINCIPAL. The consideration of the manner in which an agent may bind his principal, refers chiefly to the signa- ture of written instruments ; for, in unwritten con- tracts, the manner of entering into them is not generally so much to be considered as the extent of authority. An agent may bind his principal by deed, but in that case it is essential that his appointment should be by deed ; even if this is the case, in signing the deed he must mention his principal, and state that he signs as agent for him (a). The general rule in regard to instruments under seal is, that in order to bind the principal, and to make the contract his, the deed must purport on the face of it to be the contract of the principal, and his name must be inserted in it, and signed to it, and not merely the name of the agent, even though the latter be described as agent in the in- (a) Harrison v. Jackson, 7 T. R. 209. P. A. I 170 MANNER OF AGENT BINDING PRINCIPAL. strument (b). If the name of the principal be pro- perly stated in a deed as the grantor, and his seal and signature affixed thereto, the form of the words used in the execution and subscription of the deed by the agent will not be material. The best mode is to sign the name of the principal, A. B., and to add by his attorney, C. D.; but it will be sufficient if the signature be for "A. B./' the principal, " C. D," the agent (c). If these formalities are not complied with, the principal will not be bound by the instrument, but the agent will be himself per- sonally responsible {d). If a principal covenants (b) Story, § 147; Hunter v. Parker, 7 M. & W. 343, per Parke, B., for the instrument appointing the agent transfers no intej'est. (c) Story, § 148; Wilkes v. Bark, 2 East, 142. (d) Jpplelun V. liiiik.i, 5 East, 148. I cannot forbear tran- scribing the remarks of Mr. Taylor in his Law of Evidence, vol. ii. § 801 : — " In considering how and where the signatures rendered necessary by these acts may be atlixed by procuration, attention must l)e yiaid to the language employed by the legislature in each particular case. In some cases, as, for instance, tliose wliich fall witliin tlie 7tli section of the Statute of Frauds, the 2nd section of the Act rehitingto Merchant Seamen, the 7tli, IVtIi and (J2nd sec- tions of the Voters' Registration Act, the 2.'ird section of the Act for regulating Metroj)olitan Public Carriages, the 1st, Sth and (Jth sections of Lord Tenterdeii's Act, and the 14th and 28th sections of the Real Property Limitation Act, it seems to be clear that tlie signature of an agent, however ajjpointed, will not suffice. Whether notices of cliargeabiiity or grounds of ap])eal against orders of removal may be signed by agents or attornies on l)elialf of j)arisb olhcers, is a (juestion not yet ih-termined ; thotigli the better opinion seems to be tliat these documents must be per- sonally signed. {It. v. Worcester, !j Q. R. 508 ; R. v. Surrey, 5 Q. R. .'}()().) In other cases, though the paper may be signed by an agent, yet liis authority to do so must be evidenced in writing. For instance, this is expressly re(iuired in liie 1st and MANNER OF AGENT BINDING PRINCIPAL. 171 in a deed, and the agent executes it in his own name, there is no contract binding on either party (e). In signing any other written instrument not under seal, the same formahties must be observed ; for, if the agent sign his own name, he will be the only person bound by the contract. The same rule prevails with respect to the signature of negotiable instruments, as bills of exchange, &c. ; and an agent cannot discharge himself by proving that the agreement was made by him as agent for another (y). Evidence, for the purpose of dis- charging a person who has signed a written con-^ tract, will never be admitted in contradiction to the express words of the written instrument (g). There is one difference between the signature of sealed 3rd sections of the Statute of Frauds, and in the 131st section of 6 Geo. 4, c. 16. In other cases, again, the legislature, while it allows agents to sign documents, does not require them to act under any written authority. Thus, in cases falling within the 4th or 17th sections of the Statute of Frauds, the 40th section of the Real Property Limitation Act, the 5th section of the Act for the Amendment of the Law, and the 4th section of the Act of 41 Geo. 3, s. 23, respecting notices of appeal against poor-rates, an agent authorized merely by parol may sign the respective documents on behalf of his principal, and even though the agent has acted in the first instance without any authority whatever, yet, if the principal by subsequent conduct lias recognized and adopted what he has done, this will be sufiicient to satisfy the respective statutes. (Maclean v. Dunn, 4 Bing. 722; Gosbell v. Archer, 2 A. & E. 500, 507.) (e) Berkeley v. Hardy, 8 D. & R. 102 ; 5 B. & C. 355. (/) Supra, p. 148. {g) Thomson v. Davenport, 2 Smith's L. Cases, 220, and cases there cited. i2 172 MANNER OF AGENT BINDING PRINCIPAL. and unsealed instruments, that whereas, in the case of the former the appointment of the agent must be made, or his authority conferred by an instrument under seal, and of equal solemnity with the instru- ment by which the contract is made; in the latter, for the purpose of signing the name of the prin- cipal to an unsealed document, so as to bind him effectually, his authority may be given by parol. If a person is verbally authorized by his prin- cipal to undertake the payment of debt due from him, his signing an agreement in writing to pay the debt will be binding on his principal (A). A written instrument may be in such a form, that it per se constitutes an agent, as well as a principal, for the completion of its object ; in such a case, the acts or contracts of the agent appointed bind the prin- cipal, although they are entirely without his know- ledge or permission (^). As a general rule, it may be laid down, that in all written instruments, a contract, to be bindinof on the principal, must be made in the name of the principal, and signed by him through his agent ; and that a contract, made by the agent in his own name, will be only binding upon himself. But even in written contracts there are certain cases which are exceptions to the general rule, and (/i) Downmnn v. WiUiams, 7 Q. H. 10.3. (j) Jones \. Evans, I'J L. J., lixcli., 200. MANNER OF AGENT BINDING PRINCIPAL. 173 in which, although an agent contracts in his own name, he will bind his principal. These are chiefly dependent on the usage of trade, and on the neces- sity for upholding contracts, which are frequently made in mercantile transactions, in which factors and other agents make contracts for their prin- cipals in writing in their own names. For the true understanding and intention of the appointment of an agent is, that the principal shall be enabled to sue and be sued on the contract, and there is a strong analogy to the jurisdiction exercised by Courts of Equity, in cases of assignment of choses in action, where the debtor is made directly an- swerable to the assignee, though he might not be so at law (k). Thus, on a contract made in writing by a factor, in his own name, for the sale or pur- chase of goods for his principal, the principal may be sued as if he were named in it (l). A broker, who, in his own name, by a policy insures for his principal C. D,, or for whom it may concern, (fee, binds his principal on the policy as well as him- self (»i). A bottomry bond, bill of lading, or char- ter-party, signed by the master of a ship in his own name, will ordinarily bind the owner of the ship (n). Even though the charter-party be under (A-) Story, §§ 154, 1C2. {I ) Morris v. Cleasbij, 4 M. & Sel. 566. (m) Wolff V. Horncastle, 1 Bos. & Pull. 323. (h) Story, § 161, 174 MANNER OF AGENT BINDING PRINCIPAL. seal; although the owner could not be sued di- rectly on the charter-party, the covenants and obligations contained in it are binding on him, al- though the remedy against him would be different from what it is against the master (o). And, in the case of instruments not under seal, and not strictly mercantile contracts, a liberal mode of construction is adopted, so as to best carry out the object and intent of the parties. Thus, where an agent wrote a letter, in which was contained, — "Your bill of charges in this matter, I undertake (on behalf of Messrs. Esdaile &c Co.) to pay, and will arrange with you the time and mode." It was held, in the absence of any proof that the agent was thereby exceeding his authority, that the prin- cipals were the parties liable on the undertaking (jo). Again, where on a sale by a corporation, the mayor, on behalf of himself and the rest of the burgesses and commonalty, agreed to fulfil their part of the contract, and signed his name " C. D., Mayor;" it was hc4d, that the agreement was that of the corporation, and not that of the mayor per- sonally ((/). The same construction prevails where bills or notes are drawn, accepted or indorsed by agents. If it appears that it was the intention of (o) Story, § 161. (j)) Downman v. JVilliam.i, 7 Q- B. 103. ((/) Bowen v. Morris, 2 Taunt, 374. MANNER OF AGENT BINDING PRINCIPAL. 175 the agent to sign the bill for any purpose on behalf of his principal, and not on his own account, if he has authority for that purpose, the principal will be the only person liable on the bill or note, and the agent will be discharged from all liability (r). " If a bill be addressed to the master, and underwrote by the servant, there undoubtedly the servant would not be liable, but his acceptance would be the act of his master" (s). Where an agent signed a note of hand, promising to pay a sum of money for four persons whom he named, and it appeared that he was their agent, and made the promise with their sanction and authority, it was held that all the four who made the jjromise through the medium of their agent were the parties liable in an action on the instru- ment (^). But the intention must be clearly ex- pressed on the face of the instrument, or the prin- cipal will be discharged, and the agent bound exclusively (u). We have now considered some of the principles, which relate to the manner in which an agent may (r) Story, § 155; Amos v. Temperlcy, 8 M, & W. 805. (s) Per cur., Thomas v. Bishop, 2 Str. 255. Sed qtieFre, accord- ing to subsequent cases, if the master be a body or company. Mare v. Charles, 25 L. J., Q. B., 119; Nicholls \. Diamond, 23 L.J., Exch., 1. (i!) Ex parte Btickley, 14 M. & W. 469. (ii) Leadhitter v. Farrow, 5 M. & S. 345 ; Wilson v. Barthrop, 2 M. & W. 863. 176 MANNER OF AGENT BINDING PRINCIPAL. bind his principal, and these have referred chiefly to written instruments. In contracts verbally made, or in contracts implied from acts, the mode of making them must depend entirely on their own peculiar circumstances. ( 177 ) CHAPTER VIII. DETERMINATION OF PRINCIPAL'S LIABILITY ON A CONTRACT. It is hardly necessary to state, that in the greater number of instances in which any duty is to be per- formed, the liabiUty of a principal continues until the completion of the business, in relation to which it exists ; or again, where goods are sold, until the delivery of them in a proper condition to the pur- chaser. Questions sometimes arise as to the cir- cumstances under which a payment by an agent determines the liability of the person who autho- rizes him to make the payment. In ordinary cases, where the agent has authority to pledge the credit of his principal, the latter remains responsible on any contract of purchase entered into, until the creditor has received actual payment, or, by taking the security of the agent, has shifted the responsi- bility to him. However, the payment by an agent of any money, if it is received by the party to whom the money is due as an absolute payment, will discharge the principal, whether he is known or unknown, and whether the payment is in the .1 5 178 DETERMINATION OF PRINCIPAL'S LIABILITY usual course of business or not. If the creditor, with full knowledge of the circumstances, takes the note of the agent, the principal will be discharged ; but if, at the time of his doing so, he is not aware that he might have received payment in cash, or have taken the security of the principal, the prin- cipal will remain liable (a). The question to be decided is generally one of fact, whether the note of the agent is received as a conditional or as an absolute payment, whether with the knowledge that there is a principal or not, and whether, if so much is known, exclusive credit is given to the principal or to the agent (b). If a principal's name is not disclosed by the agent, and, before its be- coming known to the other contracting party, who accordingly debits the agent, the principal supplies the agent with money to liquidate the debt, but before his settling it he becomes insolvent, the principal will be discharged, and the creditor will be confined to the responsibility of the agent whom he first debited in the matter (c). The settlement must be made in the ordinary course of business ; so that a principal in a con- tract, where goods were agreed to be paid for on a particular day, cannot, before his liability on the (a) Stroni^ v. Hart, 6 11. &- C. IfiO. (i) Story, § 4-31 ; Seywour v. Pijchhiu, 1 K. & Aid. U, (c) Tlwvison V. Daviiijiurl, 9 B. it C. 78 ; Kymcr v. Suwercropp, 1 Camp. 109. ON CONTRACT. 179 contract has accrued, settle with his agent, and plead that payment in defence to an action brought against him by the creditor (d). If a vendor knows that a person, with whom he is dealing, is only acting as agent, and is aware who the real prin- cipal is, but chooses to give credit to the agent, he cannot afterwards sue the principal for payment of the debt (e). A vendor cannot have two concur- rent debtors, when, through the disclosure of the principal he has a power of shifting the liability, and then elects to charge the one, the other is dis- charged (/). Although as between the principal and third per- sons there may be a determination of the prin- cipal's liability, the right of the agent to recover from his principal any payments he has made is not thereby effected ; and, if he has given security, being authorized to do so, he may substitute him- self in the place of the creditor, and recover the amount of the security from his principal (g). {d) Paterson v. Gandasequi, 15 East, 62; Smout v. Ilbery, 10 M. & W. 1. (c) Wilson V. Hart, 7 Taunt. 295. (/) Wilson V. Hart, 7 Taunt. 295 ; Wyatt v. Marquis of Hert- ford, 3 East, 147 ; Story, § 296. (ff) Story, § 432 ; Sei/mour v. Pychlau, 1 B. & Aid. 14;- Power V. Butcher, 10 B, & C. 329. ( 180 ) CHAPTER IX. OF THE LIABILITY OF THE PRINCIPAL AND AGENT FOR THE MISREPRESENTATION OF THE AGENT. Sect. 1. op misrepresentation generally. Misrepresentation or fraud has the effect of vi- tiating any contract, so far as the parties or privies to it are concerned, so that they may be bound thereby or not, at the option of the other contract- ing party. And the party guilty of such fraud will be also liable to an action on the case for the de- ceit. To produce these consequences, it is not ab- solutely essential that a false statement should be made, for a siippressio veri will have the effect of invalidating a contract as much as a siiggestio falsi {a). Where the knowledge of any fact is peculiarly within reach of any person, it is imma- terial whether he makes a false statement with full knowledge, or in ignorance of its being false. " It is equally false and fraudulent for a man to affirm (a) Addison on Contracts, vol. i. p. 132. LIABILITY FOR MISREPRESENTATION OF AGENT. 181 his knowledge of that of which he knows nothing, as to aver that to be true which he knows is not true" (J). But, if it is in the power of the person, to whom a misrepresentation has been made, to know as much of the matter, or even enough to put him on further inquiry, the maxim caveat emptor will apply, and the purchaser or other contracting party will be bound by the contract, and cannot take advan- tage of the false statement in any way (c). Thus, where a general warranty was given on a sale, de- fects which were apparent at the time of making the bargain, and were known to the purchaser, cannot be relied on as a subject of fraud and de- ceit (d). To warrant a thing, which may be per- ceived at sight, is not good. A misrepresentation must amount to something more than a mere statement of opinion or judg- ment, it must be some positive affirmation or state- ment of a fact which is false, or a suppression of a fact, which ought to be in the knowledge of the party making the representation (e). It must, in some measure, be the foundation of the contract, or be made concerning something very material to (6) Schneider v. Heath, 3 Camp. 508. (c) Attwood V. Small, 6 CI. & Fin. 338. {d) Margetson v. Wright, 5 M. & P. 610; Addison, vol. i. p. 129. (e) Addison, vol. i. p. 129. 182 agent's misrepresentations : the value of the subject-matter thereof, so that it may be inferred that the contract would never have been entered into if the false statement had not been made. Therefore, if a man represents his house to be in good repair, and there are a few tiles off the roof, or a pane of glass broken in a garret window, his doing so affords no evidence oimalajides{f). Sect. 2. misrepresentation of agent and its conse- quences to the principal. Having considered a few of the general prin- ciples concerning misrepresentation, we will now consider some of the consequences of its being made by agents. If an agent, in dealing for his principal, commit any fraudulent act or breach of faith towards a third person, by which his prin- cipal would be benelited, no advantage will be per- mitted to be taken thereof by his principal. The consequence of holding the principal not liable in such a case for the agent's misrejnescntation, would in many instances be to enable him to retain the (/) Addison, vol. i. p. 130. PRINCIPAL HOW AFFECTED BY. 183 produce of a bargain fraudulently made {g). A contract, therefore, made under such circumstances may be rescinded by the party who has been de- ceived, and any money paid under it may be recovered from the principal. Nor will the re- scinding of the contract be the only consequence which results to the principal from the agent's mis- representation, for he will be held personally liable for any damages resulting to the party aggrieved from the same (A). And the reason of this is put by Lord Holt, — " Seeing somebody must be a loser by this deceit, it is more reasonable that he who employs and puts trust in the deceiver should be a loser than a stranger" (i). An illustration of this principle will be found in a case, in which the grantor of an annuity entrusted a person, who was acting as his agent, with a sum of money in order to repurchase the annuity. This person, who acted also as agent for the other party, obtained a release of the annuity without paying any money for the same. He then died insolvent. On an action being brought by the grantee against the grantor of the annuity for the amount of the ( g) Wright V. Crookes, 1 Sc. N. R. 700. (h) If one employ an agent to make a contract, and that agent in making it knowingly commit a fraud, though the principal be perfectly guiltless, not only is the contract void, but the principal is liable to an action. Per Parke, B., Coniforth v. Fowke, 6 M. & W. 87. (i) Hernv. Nichols, 1 Salk. 289 ; see Taylor v. Green, 8 C. & P. 316. 184 agent's misrepresentations : repurchase money, it was held that the grantor was bound to pay the same, for he appeared not to have exercised due caution in paying the money, and not to have attended to certain circumstances which ought to have put him on his guard. This principle, however, was not much dwelt upon in the judgment (k). In one case it was said, that if the principal gives his agent express orders not to warrant, and the agent does warrant, the principal will be respon- sible. But the accuracy of this has been doubted, on account of the difficulty a purchaser from such an agent would have, from not knowing what the instructions of the principal were ; and Lord Abinoer observes, " in the case of a servant em- ployed to sell a horse, but expressly forbid to war- rant, is it to be contended that the buyer, induced by the warranty, to give ten times the price which he would have given for an unsound horse, when he discovers the horse to be unsound, is not entitled to rescind the contract" {I). Some further light may be thrown upon the lia- bilities of persons in consequence of misrepresenta- tion generally, by reference to the cases mentioned below, which do not bear exactly on the point of (/f) Vandaleur v. lilagrave, 6 Beav. 565. (l ) Coniforth v. Fowke, 6 Mccs. & Wcls. 87 ; Alexander v. Gib- son, 2 Camp. 550; Ihlyear v. Ilawke, 5 Esp. 72. PRINCIPAL HOW AFFECTED BY. 185 the consequence to a principal of his agent's misre- presentation (m). A representation to be binding upon a principal must be made by an agent who has an apparent authority to make the representation. A joint- stock company declared dividends which were false. A person applied to the law agent of the company for information, when he referred to the flourishing state of the company as shown by these dividends. This person accordingly purchased shares in the company. It was held that as the law agent of the company was not a person authorized to bind it in such matters, the representations made by him were no ground for the purchaser of the shares to repudiate these shares and relieve himself from his contract (w). Again, where the agent in making a repre- sentation is guilty of a fraud which is entirely without the sanction of his principal, he may in so doing be guilty of a moral wrong, for which it would be very hard that his principal should be held responsible. This case would come within the exception hereinafter mentioned, where the liability of principals for the torts of their agents are dis- cussed. Therefore, where the agent of a wharfinger (m) Taylor v. Ashton, 11 Mees. & Wels. 401 ; Ormerod V. Huth, 4 Mees. & Wels. 451 ; Feret v. Hill, 23 L. J., C. P., 185; see Pasleij v. Freeman, 2 Smith's L. Cases, 81 — 83. (n) Barnes v. Pennell, 2 H. L. Cas. 597. 186 AGEXT 5 MISREPRESENTATION'S fraudulently produced a receipt for goods which he had not actually received, and by so doing induced a person to pay money to the third party, from whom it was represented that the goods had been received, the wharfino^er was held not to be respon- sible for the fraud of his agent (o). This case, however, was decided on the ground of an excess of authority (p). Perhaps the liability or non-liability of the prin- cipal turns upon the inquiry', whether the circum- stances of the agency have induced a behef in the mind of the person contracted with, that the prin- cipal has given his agent the authorit}' to w^arrant, or whether he has merely given him authority to dispose of the subject of the contract. Where it is reasonable to infer that the principal has given an apparent power to that effect, although he may have expressly forbid his warranty or representation, he ought to be answerable in an action on the case, for the reason above stated by Lord Holt. But where no such presumption exists, although, of course, the contract is liable to be rescinded at the option of the party deceived, arguing from analogy to the cases of wilful torts and negligences done by agents, it would appear that the principal should not be liable for any w ilful or officious warranty or (o) CcUniH V. Riches, 24 L. J., C. P., 125. (f) Lord Abinger, Cornforth t. Fowkt, 6 M. & W. 87. PRINCIPAL HOW AFFECTED BY. 187 misrepresentation of the agent. If an agent makes representations concerning the subject-matter of a contract, and subsequently the principal and the other party complete the contract, but do not refer to the representations of the agent, the opposite contracting party cannot incorporate the former statements of the agent, and make them part of the contract {q). Cases frequently occur on contracts of insurance, in which the representations made by agents to underwriters are held to bind the prin- cipal, although the latter may be ignorant of the facts relative to which they are made. In these cases, also, much depends on the question, whether certain facts are in the knowledge of the insured ; and it may be laid down as a rule without excep- tion applicable to all contracts, that notice to the agent is notice to the principal, when it is connected with the subject-matter of his agency (r). So that the suppression or misrepresentation of a particular fact by an agent vitiates an insurance, although that fact may have been known only to him, and not to his principal (s). But the notice must be while he is concerned for his principal : therefore notice, before an agency is begun, or after it has terminated, will not ordinarily affect the princi- pal {t). [q) Knight V. Barber, 16 M. & W. 69. (r) Story, § 140. {s) Fitzherbert v. Mather, 1 T. R. 12; Smith, Merc. Law, 123. It) Story, § 140. 188 agent's MISREPRESENTATIONS : Sect. III. OF CONSEQUENCES TO AGENT OF HIS OWN MIS- REPRESENTATION. If an agent makes a misrepresentation or is guilty of fraudulent concealment, he will be him- self liable to the party aggrieved in all cases ; and this, although it may be in the knowledge of such person, that, while contracting, he was doing so under a delegated authority, and that he was only fulfilling his instructions, for no authority to do a wrong can be conferred by one person on another (u). We have seen that the question of his knowing it to be false is immaterial, if in point of fact it turn out to be so. If an agent by his representations induces persons he is dealing with to suppose that he has authority from his principal to enter into a particular contract, to sign a bill, or the like, when in point of fact he has no such authority, he will himself be liable for the misre- presentation {x), though, as we have seen above, he cannot be sued upon the contract unless he is himself the principal (y). And in this case the prin- cipal, or rather the supposed principal, will be dis- charged, unless he has put it in the agent's power («) Story, § 311. The statement, however, is cited witli re- spect to torts and misfea/.anccs. (x) J'olliill V. If'altcr, 3 IJ. & Adol. Ill' ; Nicholson v. Lewis, 21 Ji. J., Q. K-,311. (y) ,S. C. ; supra, p. H4. AGENT HOW AFFECTED BY. 189 to make the representation plausible, for otherwise any person might enter into a contract on behalf of another from whom he had no authority, and, by using his name, bind him to fulfil it or render him liable for a breach of contract. But money paid to a principal under an inducement of this kind may be recovered {z). If the principal keep his agent in ignorance of a latent defect in the subject of a sale, and the agent accordingly innocently states what is not true, the principal will be answerable for such misrepresen- tation. The representation of the agent in such a case is the representation of the principal, and, coupled with his knowledge of its falsehood, is a fraud (a). As a principal is responsible for any fraud of his agent committed by the latter of his own accord, he will, of course, be so for any fraud, which he has himself practised on third persons through the instrumentality of the agent. (2) Smith V. Sleap, 12 M. & W. 588. (a) Corvforth v. Fowke, 6 M. & W. 370. ( 190 ) CHAPTER X. OF THE LIABILITIES OF PRINCIPAL AND AGENT FOR TORTS. Where any tort or negligence has been committed by an agent, the principal, who has been impro- vident in putting it in the power of the agent to commit the wrong, or has instigated it, and the agent, who has been a wrong-doer in the perform- ance, will generally each of them be equally liable to third persons. If an action is brought against the principal, he cannot resist it by proving that he did not instruct or authorize his agent to act in the manner complained of, if, in fact, it appeared to third persons that the agent was acting within the scope of his authority, or if the principal has given instructions to his agent to do the act. And if an action is brouirht ajrainst the ajicnt, it will be no defence for him to say that he acted under the direction of the person who was ostensibly his em- ployer. It is usually at the option of the party in- jured, against whom he will seek redress, and he can always do so against the agent for a positive wronrr. PRINCIPAL AND agent's LIABILITY FOR TORTS. 191 Wherever a wrongful act has been done by an agent, either he or his principal are answerable; and where the agent is not liable, the principal is. In the majority of instances, the maxim respondeat superior applies, for the principal ought to select him from a knowledge of his aptitude, and can remove him for misconduct ; by his selection he holds him out as competent and fit to be trusted, and thereby, in effect, warrants his fidelity and good conduct in all matters of the agency {a). Sect. 1. of the liability of the principal for the tort of agent. But these general rules are liable to certain mo- difications ; and we will therefore consider the cir- cumstances under which a principal is liable for the torts of his agent, and some of the reasons which have been adduced for holding him so. It is clear that it is only in transactions in which some act is to be performed that an agent can commit an act of tort or negligence which can in- jure third persons ; in all matters lying in contract, the wrong-doing and injury to third persons must (a) Coggs V. Bernard, 2 Ld. Rayin. 909; Smith's L. Cases, p. 82 ; Story, § 452. 192 LIABILITY OF PRINCIPAL FOR TORT OP AGENT. be of a fraudulent nature, as distinguished from the acts of tort or negligence we now refer to, and any negligent act done in conducting them will recoil on the principal himself, without the intervention of any other person. In the majority of cases, therefore, which arise on the injury done to third persons by the tort of the agent, the latter may be looked upon more as a servant than as one of the class of agents of whom we have been principally treating, while considering the power of the agent to bind his principal by contracts. But it does not follow that the permanent relation of master and servant should subsist between them beyond the particular act in which the agent is employed. The responsibility of the master for the acts of his ser- vant rests upon the principle, that any man having authority over the acts of another, who either ex- pressly commands him to do an act, or puts him in a condition, of which such act is the result, or by the absence of due care and control (either pri- marily in the choice of the servant, or immediately in the supervision of the act itself), sulhsrs him to do an injury, shall be responsible for the act of the servant in the same way as if it were his own (b). In some of the cases on this subject the principle, that a person shall be answerable for an injury which arises in carrying into execution that which (6) Wcyland v. Elkins, Holt's N. P. Rep. 229, n. LIABILITY OF PfilNCIPAL FOR TORT OF AGENT. 193 he has employed another to do, has been carried to a great length, and has been extended to the acts of sub-agents. Thus, a person having a house by the road side, contracted with another to repair it for a stipulated sum, that person contracted with a third to do the work, and he with a fourth to furnish the materials, the servant of the last brought a quantity of lime to the house and placed it in the road, by means of which the plaintiff's carriage was overturned ; it was held that the original con- tractor was liable for the damage sustained (c). In a later case, the judges were not agreed whether the owner of a carriage, who hired of a stable keeper a pair of horses to draw it for a day, the stable keeper providing the driver, was liable for an injury done to a third person by the unskilful driving of the coachman (d); C. J. Abbott and J. Littledale holding the defendant, the owner of the carriage, liable, Js. Bayley and Holroyd, contra. The exemption of the master or principal from lia- bility seems to rest upon the fact of the act of the employed having no connexion with the service imposed upon him by the person sought to be charged, or of the employed being an indepen- dent agent, although his employment in the matter was caused by the person who applied to him and (c) Bush V. Steinman, 1 Bos. & Pull. 409. {d ) Laugher v. Poijnier, 5 B. & C. SiT- P. A. K 194 LIABILITY OF PRINCIPAL FOR TORT OF AGENT. retained his services (e). In a recent case, where a person being engaged to pave a street, provided and carried stones for that purpose in his own carts to the spot, and contracted with another to lay them down, and the latter disposed them in so negligent a manner that a passer-by was injured, the Court of Common Pleas decided that the original con- tractor was not liable for the damage. The chief point to be regarded is whether an act done by any person is in the capacity of servant or authorized agent to the original employer, and if such relation- ship cannot be established, the immediate wrong- doer will be the only person chargeable (/}. Again, Lord Denman was of opinion that there was a dis- tinction between a person employing his own ser- vant, and one employing another holding a separate and independent business, and presumed to be skilful therein, to perform something pertaining to his calling for him. Thus, in an action against a person who had employed a licensed drover to drive some cattle, who employed another to do the w^ork, it was held that the principal was not, and that the drover was, answerable for the negligence of the sub-agent; and J. Coleridge said, he made no distinction between the drover and the drover's (e) Weyland v. Elkins, Holt's N. P. Ucp. 229, n. (/) Overton \, Freeman, 18 Law Times 11. 22'1 ; Knight v. Fox, 5 l). A man may become a party to a deed and acquire a right of action thereon, as well thiough the medium of an agent as by his own immediate act. If the ap- pointment of the agent be under seal, and he exe- cutes a deed in the name of his principal, and the covenants arc entered into with the principal in express terms, the latter alone will be entitled to sue thereon. Where an action of covenant was (6) Addison on Contracts, vol. ii. p. 703. ON WRITTEN CONTRACTS. 203 brought by a principal upon a deed expressed to be made by an agent for and on behalf of his prin- cipal of the one part, and the defendant of the other part, and the covenants were entered into with the principal, the agent's name never occurring until the end of the deed, where it appeared as exe- cuting the same, it was held that the principal, not having been a party to the deed, could not main- tain an action thereon, neither could the agent, the covenants not having been entered into with him(c). But now, since 1st of October, 1845, an immediate estate or interest, and the benefit of any covenant or condition respecting any lands, tenements or hereditaments, may be taken, although the taker thereof be not named a party to the deed (c?). If an agent contracts under seal in his own name on behalf of his principal, he is the proper person to sue upon it, although it may appear on the face of the instrument that he is contracting^ as agent on behalf of a disclosed principal. Where a contract is made by writing not under seal expressly with an agent, and it imports to be a contract with him personally, although he may be known to act as agent, he may himself bring (c) Berkeley v. Hardy, 5 B. & C. 355 ; Addison, vol. ii. p. 680. {(l) 8 & !) Vict. c. 106, s. 5. It would seem that a covenant relating to personal property is not affected by the statute, and therefore the law relating to such covenants must remain un- altered. 204 AUTHORITY TO BIND THIRD PERSONS : an action on the contract. Thus, if goods are to be delivered to an agent or his assigns by the terms of a bill of lading, he may sue thereon ; for the bill of lading amounts to a direct contract with him (e). If a master of a ship executes a charter-party in his own name on behalf of the owner, he may sue for the breach of any of the covenants contained therein (/). Where a policy of insurance is pro- cuied by an agent in his own name for the benefit of another person, the agent may sue thereon for any loss which is covered by the policy {g). A principal, however, may always interfere to prevent the agent suing, unless the agent has some special })roperty in the subject of the contract. In all cases of written contracts not under seal, the principal may come forward and claim the benefit of the contract, notwithstanding his name does not appear as a party to it, and the agent, from the wording thereof, seems to be the only person entitled to sue (h). The principal, however, must establish that he was the party really con- tracted with. It is often a matter of difliculty, (e) Joseph v. Ktiox, 3 Camp. 3'20. (/) Story, § 'd'Ji, citing Abbott on Shipping, part 3, chap. 1, §2- (g) Sargent v. Morris, 3 B. & Aid. 277. " In policies of in- surance it is a common practice to briiijr your action either in the name of the agent or of the principal." Per ISayley, J., Sargent V. Morris, supra. (/j) Sadler \. Leigh, ^Cam\>. 101; Loril KUenborough, iiic/fcr- ton V. DurrcU, 5 M. & S. 383. ON WRITTEN CONTRACTS. 205 upon the face of a written instrument, to ascer- tain who is the party really contracted with. In the cases above referred to, in which it was said the asent mioht sue, it was evident that he was the direct contracting party, though on behalf of another; but the principal might never- theless have established, by oral evidence, that although such was the case, he also had a para- mount right to sue (i). " It is a rule of law that oral evidence shall not be allowed to vary a written contract, but the evidence wliich is admitted to show that another person, besides the one ap- pearing on the face of the document, has a right to sue, will only be considered as explaining the con- tract ; and thus there is nothing inconsistent with that rule of law in allowing evidence to be produced that one of the contracting parties was agent for another person. It is competent to show that one or both of the contracting parties were agents for other persons, and acted as such in making the contract, so as to give the benefit of the contract to the unnamed principal, and this whether the agreement be or be not expressed in writing" (/i). Thus, where a guarantie was addressed to the attorney of a person to whom a debt was due, oral ( j) Hisgins V. Senior, 8 M. & W. 844 ; Sutherland v. Pratt, 1 2 M. & W^ 16. (A) Parke, B., Higgi7is v. Senior, 8 M. & W. 844. See also Ilimfrey v. Dale, 28 Law Times, Q. B., 585. 206 AUTHORITY TO BIND THIRD PERSONS : evidence was admitted to show that the promise had not been made to him personally, but to him on behalf of his principal, who was the real cre- ditor (/). For the sake of illustration, if a factor does not disclose that he is acting as agent for another, and makes a contract, whether verbal or in writing, in his own name, the principal may never- theless claim the benefit of it, and oral evidence will be admitted to prove that the contract was really made for him, though on the face of it the factor's name alone appeared. The principal also may recover any money paid by the factor to any person agreeing to sell or to perform anything in return, the equivalent goods or service not having been given or rendered. Wherever, taking the in- strument and weighing the evidence together, it is to be inferred that the promise is not made to the agent personally, but through him to the principal, the action on the contract must be brought in the name of the j)rincipal ; but if the promise is made to the agent personally, though for the benefit of the princi|)al, the agent himself will be enabled to maintain an action on the contract, subject how- ever to the principal coming forward and asserting his paramount claims. Where an agent effected an insurance for the benefit of his principal, with- out his privity or consent, it was held that the {I) Baleman v. Pliilips, 15 East, 272. ON WRITTEN CONTRACTS. 207 principal might subsequently ratify it, and the in- surance would enure to his benefit (m). Where an agent entered into an agreement for the purchase of an estate in his own name, and paid a deposit to the vendor, on the vendor's default in com- pleting the purchase, it was held that the principal could come forward and maintain an action for the recovery of the deposit in his own name (n). In either of these cases the agent would have been entitled to sue if the principals had not come for- ward to assert their rights. An exception to the principles above stated is made in the case of bills of exchange and promis- sory notes, as none but the parties whose names appear thereon can sue. Thus, if a promissory note is given to an agent as such, in his own name, for the benefit of his principal, he must sue there- upon. The payee of either a bill or note must sue thereon, and in such cases he must do so as a trustee for his principal (o). " The case of bills of exchange are difterent in principle, and in them, by the law merchant, a chose in action is passed by indorsement, and each party who receives the bill is making a contract with parties on the face of it, and with no other party whatever" {p). (m) Routh V. Thompson, 13 East, 274. (?i) Duke of Norfolk v. Wortley, 1 Camp. 337. (o) Siffkinv. Walker, 2 Camp. 308. Xp) Per Lord Abinger, Beckham v. Drake, 9 M. & W. 92. ( 208 ) CHAPTER XII. WHERE PRINCIPAL ALONE MAY SUE ON A CONTRACT. As in the case of a third person having a claim on a principal, on account of a contract entered into by his authority or consent, if in the making of the contract the principal is disclosed, the contract is, in contemplation of law, made between the prin- cipal and the third person ; and the former is the only person liable on it : so, in the case of a dis- closed principal having a claim through the inter- vention of his agent, the princijjal is the only person who can enforce the contract, unless the agent has some special property or interest in the subject matter of the negotiation. Thus, a clerk or siiopman employed in a shop or counting-house in making a sale, has no right whatever to sue on the contract, but the right belongs exclusively to his employer; and the same is the case if a pur- ciiase is made by them (a). A. factor has authority to buy or sell in his own name, but if he docs disclose the principal, the (a) Story, § 392. WHERE PKINCIPAL ALONE MAY SUE. 209 latter alone can maintain an action on any contract so entered into, unless the factor has a lien or claim of his own, when both have their respec- tive rights. In such a case the principal is the sole contracting- party, exclusive of the agent, and is alone competent to use or enforce any remedy (5). In certain mercantile transactions, however, where the agent has a special property or interest in the subject matter of the contract, the agent has a right to sue, as we shall hereafter see (c). But any fraud, misrepresentation or misconduct on the part of the agent will vitiate the contract, so as to subject the principal to all the consequences resulting from such wrong ; and his own innocence of any share therein will not discharge him(£f). But it may, and in the greater number of in- stances does happen, that both principal and agent have a right to enforce a contract, or some part thereof, when entered into by the latter. We must therefore consider the manner in which their re- spective rights harmonize or clash, when such is the case. (/;) Addison on Contracts, vol. ii. p. 682. (c) Brinlwater v. Godwin, Cowp. 255. \d) Story, § 419. ( 210 ) CHAPTER XIII. WHERE EITHER PRINCIPAL OR AGENT MAY SUE ON A CONTRACT. Sect. 1. agent's right to sue subject to principal's RIGUT. The principal is ordinarily entitled to the like re- medies against third persons on contracts made with his agents as if they were entered into with himself personally ; and the fact of the agent also being entitled to sue on the contract, will not aftect the rights of the principal ; for the rights of the agent are generally subordinate to his (a). This doctrine has been long established, and it is settled that a principal may maintain an action in his own name for a promise due to his servant; as, if a debtor of the principal agree with the servant to pay him the debt, he may be sued on the promise by the principal {b). A master also may, in most instances, bring an action for the recovery of the (a) Sadler v. Ldnh, 4 Camp. lOi ; Story, § 420. (6) Seigniori and IVolmcr's case, Godb. 360. agent's right subject to principal's. 211 servant's earnings, if it be in the knowledge of the party employing the servant that he was not acting sui juris, or if he afterwards had notice from the principal, before he had paid for the labour and service, that the employed was his servant (c). If an agent does not disclose his principal, still the latter may at any time come forward and claim the completion and the benefit of any act which a third person is bound to the agent to perform if the principal had not asserted his claim, and this a principal may do, although, possibly, by the cus- tom of trade the agent (for instance, a broker) is the person with whom the contract is considered as entered into {d). " The custom of trade is not allowed to override the principle of the common law." With regard to contracts not put into writing, it has been held that the principal may always dis- close his real character and require the fulfilment of the contract with himself personally. This may be done even in the case of factors who have sold goods for their principals in their own names under a del credere commission, provided, however, that the general balance of accounts between the prin- cipal and factor is at the time in favour of the (c) Story, § 421. See Mr. Lloyd's note to Paley on Agency, 339. {d) Humphrey v. Lucas, 2 C. & K. 152. 212 WHERE PRINCIPAL OR AGENT MAY SUE : former (e). If a person has money in the hands of another, and this money is lent by the holder thereof, apparently as his own, but in fact for the true owner, such true owner may sue for the same(/). Where one person makes a contract on behalf of himself and another jointly, the two may maintain an action. Thus, where a person deposited money with a banker, opening a credit in his own name only, it was held that another person who was jointly interested in the money might bring an action against the banker (^). The principle in this case is precisely the same as that of a real principal coming forward to assert his rights, although not the ostensible contractor. But in all these cases the interest of the real principal, whether joint or sole, must be clearly shown ; for if B. lend money to A., and A. make an advance to C, B. would have no right of action against C. for the amount. The proper question for a jury in a case where the undisclosed principal sues upon the contract is, whether the contract was really made by the agent for the principal, although the agent's name was used, and not whether the de- fendant meant to contract with the agent solely (Ji). (c) Srrimshirc v. Aldrrlon, 2 Str. 1182 ; Addison, vol.ii. p. 684. (/■) Sims V. Bond, 5 H. & Ad. S'J.J ; Cookr v. Farquhar, 17 L. J., Kxch., 288. (li) Cooke V. Scelcrj, 17 L.J., Exch., 288. {Ii) Brunton v. Thompson, 7 Law Times, Q. 1$., 430 ; Pltelpe v. Prothero, 24 L. J., C. P., 225. agent's right subject to principal's. 213 It has recently been decided, that if an agent contracts for and on behalf of principals, whom he names in the body of the contract, but signs his own name only, he may bring an action himself for any breach of contract (i). Strange to say, there does not seem to have been any case exactly analooous, and it was contended that the test to ascertain whether the plaintiff had a right to sue was, whether if he had been defendant he would have been liable, and this view seems to have been acquiesced in by the Court. It is submitted that this test is not a correct one. A plaintiff, with full knovvledo;e of the facts before him, has his choice as to whom he will make defendant, principal or agent, but a defendant has no choice who shall be the plaintiff; and if he can show that he would not have entered into the contract unless he had relied on the responsibility of the plaintiff, and the contract is executory, in the event of the agent bringing an action, he ought to have the right of resisting the agent's demand. The contract in the case cited was an executory one, and the principal was disclosed, and, although the principal was a company abroad, the rule which, for the conveni- ence of trade, makes the home agent or factor liable, does not per se apply so as to give the home agent or factor a right to sue, if on other grounds the defendant is entitled to resist his claim. (i) Cooke V. Wilson, 26 L. J., C. P. 15. 214 WHERE PRINCIPAL OR AGENT MAY SUE : If an agent conceals his representative character, he may sue upon any contract he has entered into for the principal, whom he has not disclosed : inasmuch as the agent is the person with whom the contract is made, it is no answer to an action brought in his name to say, that he is merely an agent, unless it can be shown that he is prohibited by the person on whose behalf the contract was made from carrying on that action. " In such cases, you may bring your action either in the name of the person by whom, or of the person for whom, the contract was made" (J). But in the above cases, if there is a real prin- cipal, he may come forward and oust his agent's right, and assert his own right to sue. " It has been settled in many cases that a principal, when disclosed, may step in and exercise his rights" (70 . Public agents cannot sue upon contracts entered into with them on behalf of Government {I). A principal who seeks to enforce a contract en- tered into by an agent in his own name is subject to the same equities as the agent in relation to the person with whom the contract is made, and any right or defence which would be good against the {j) Sargent v. ^forris, 3 B. & A. 281, per Bayley, J. ; Hull v. Smith, 2 I). & R. r>H7 ; Story, § 39fi. (A:) Per Lord Ellenborougli, Jiicherton v. Jlurrell, 5 M. & S. 384. (/) Gardiner v. Davis, 2 C. & P. 49 ; Story, § 412. agent's right subject to principal's. 215 agent, will be good against the principal (m). It would be hard for a person, who might have been induced by particular circumstances to deal with another, to find that he was accountable to one with whom he had no inducement for contracting, and the law accordingly allows him the same sub- stantial rights against the real contractor which he claims against the person with whom he believed himself to be contracting. But, even in this case, the person sought to be charged will not be per- mitted altogether to evade the performance of his art of the agreement. Thus, if a purchase be nade from a factor, as factor, the buyer cannot claim against the principal the right of set-off or other right which he has against the factor (n). The rights which a person purchasing from a broker has against the broker's principal are different from those he has against a factor's principal ; as the former has not the possession or the indicia of property in the goods he sells, the buyer will be taken to be aware that the goods he disposes of are not his own. A broker is not authorized by the custom of trade to sell in his own name ; consequently the principal will not be bound by any rights or claims the purchaser has (m) 2 Smith's L. Cases, 77 ; George v. Claggett, 7 T. R. 359. (n) See further, Fish v. Kimpton, 18 L. J., C. P., 206. But it seems he can if he believes him to be the principal. See Baring V. Corrie, 2 B. & Aid. 137. 216 WHERE PRINCIPAL OR AGENT MAY SUE : against him ; but, a factor having the goods in his custody, and being authorized to sell in his own name, it is right that the rule above stated should apply, and that the principal should be bound by any rights claimed against the factor, if it can be shown that the fact of his agency is not known (o). Several cases have within the last few years come before the Courts, in which the right of agents to sue upon written contracts, in a character apparently at variance with the wording of the con- tract, has been a subject of dispute. Most of the decisions appear to be grounde. upon the principle, that the convenience of trade*- to be consulted, and with this principle is couplt^y the consideration that as a party to any contra *>t must be liable to some one, he cannot in general IH materially prejudiced by being held accountable ti a person whom he believed to be an agent, anc with whom he entered into a contract as agent, it such person seeks to enforce that contract against him, notwithstanding there m;iy be a variance between the character which the agent assumes in bringing the action, and tliat in which he appears on the face of the contract. But it is clear that a person might be prejudiced by being thus held liable. It therefore becomes important to consider with what object a person enters into a contract, (o) Baring v. Curric, 2 13. & Aid. 137. agent's right subject to principal's. 217 and whether that object would be frustrated by his being held responsible to a different person from the one with whom he believed himself to be con- tracting. Now, it is clear in executed contracts, those in which all has been done on one side that was re- quired to be done, that to the person whose part remains unperformed, it is immaterial who it is that has performed the other part of the contract. Nothing in such a case remains but for him to fulfil his own part. In executory contracts, those in which nothing has been done on either side, there must always be a degree of doubt as to the ability of either party to perform his part of the contract, depende.it upon the circumstances of each parti- cular case. In connection, therefore, with the rights of agents to sue, contracts may be divided into two classes, executed and executory, and it may be adopted as a general rule, that a person who has represented himself to be an agent may assume the character of principal, and enforce the remainder of the contract, if he himself has done all that was agreed to be done by the supposed principal ; and has thus, as far as he is concerned, rendered the contract an executed one. But in executory contracts there are two classes. First, that in which it is certain that a person can, by doing a particular act, render it an executed p. A. L 218 WHERE PRINCIPAL OR AGENT MAY SUE : one on his side ; as by payment of a certain sum of money, supplying specific goods. Secondly, that in which an inquiry must be made, in order to ascertain whether what has been done or is offered to be done is a sufficient fulfilment of the contract, so as to render it an executed one. In the first of these two classes, where it is clear that a party can immediately fulfil his part of the contract, it would appear, on his offering to do so, that the other party ought not to be allowed to re- pudiate his part, merely on the ground that the person seeking to enforce the contract assumes a different character from that in which he originally appeared. In this class of contracts there cannot be any question as to the object which the person sought to be charged had in contracting. In the second class of executory contracts, where it is not certain that one part of the contract can be fulfilled by the person who assumes a diflPerent character from that in which he con- tracted, it would be unreasonable that one con- tracting party should be required to wait to see whether the other will perform his part or not. In such a case, therefore, he should be allowed to re- pudiate his part of the contract. In this class of executory contracts, the principal question, one more of fact than of law, would appear to be as to the object in contracting of the person sought to be agent's right subject to principal's. 219 charged ; and whether that object would have been attained if the agent who seeks to enforce the contract as principal had, at the time of entering into the contract, instead of subsequently thereto, assumed the character of principal. We will sup- pose the case of a commercial traveller calling upon a tradesman and representing himself as the agent of some particular house, and offering to supply him with certain goods manufactured by that house. The traveller then procures some goods to be sent, not from the house he has named, but of his own manufacture, and we will assume equal in quality. The question arises, can he sue for the price of the goods as principal ? He has doubtless been guilty of a certain amount of fraud, but will this prevent his recovering ? To determine this, it will be essential to ascertain the object of the trades- man in purchasing. If it appeared that the name of the house supplying the goods was a material ingredient in the contract ; as for instance, the pur- chaser wished to be enabled to warrant the goods as coming from them, it is clear that the vendor could not as principal recover for breach of con- tract if the purchase was not completed. If, on the other hand, it should appear that the name of the maker was not an essential object in the con- tract, but merely mentioned by the vendor inci- dentally, and that the quality of the goods sold was l2 220 WHERE PRINCIPAL OR AGENT MAY SUE : the chief inducement for the purchaser to enter into the contract, it would appear reasonable that the purchaser should not be permitted, on the vendor assuming the character of principal, to re- pudiate the performance of the contract. The object in contracting, therefore, should in this second class of executory contracts be left to the consideration of the jury. We may now proceed to notice some of the cases which bear upon the points referred to above. In Bickerton v. Burrell{p), the plaintiff made a purchase, paid a deposit, and agreed to comply with the conditions of sale as agent for another, a Mrs. Richardson. He afterwards brought an action, as being himself the principal. On the trial of the cause, it was proposed, on behalf of the plaintiff, to call the supposed principal, Richardson, to prove that she had no interest in the transaction, but Lord Ellenborough thought that the evidence was not admissible, saying, " It is wholly without precedent, and, as it seems to me, contrary to justice that a person who has exhibited himself as agent for another, should at once throw off that character and put himself forward as a principal, without any communication or notice to the other party. It was therefore decided that the plaintiff could not recover. The case was decided on the ground of (/j) 5 Mau. & Schv. 383. agent's right subject to principal's. 221 want of notice, but it has since been considerably doubted whether, if the person sought to be charged would in no way be prejudiced by being held liable, the position of Lord Ellenborough is tenable {q). This case is one of the second class of executory contracts, in which it is submitted the plaintiff should have been entitled to recover, as it was clear that he could at once fulfil his part of the agreement. In Rayner v. Grote (r) the plaintiff described himself in a written contract for the sale of goods as the agent of other persons whom he named. The purchaser paid for part of the goods, having, at the time, notice that the plaintiff was not an agent, but the principal. On the non-acceptance of and refusal to pay for the rest of the goods, it was held that the plaintiff might sue upon the con- tract in his own name. In this case, the fact of the defendant having notice at the time of paying for the first portion of the goods, and previous to the action being brought, was one ground of the plaintiff's right to recover, and was a feature in the case which did not appear in Bickerton v. Burrell. B. Alderson, in delivering judgment, said, " It may be doubted whether Bickerton v. Burrell was well decided on the distinction ; as it may be fairly urged that it would have been quite sufficient to (q) See next case, Rayner v. Grote. (r) 15 M, & W. 359 i 16 L. J., Exch., 79. 222 WHEKE PRINCIPAL OR AGENT MAY SUE : prevent any possible inconvenience or injustice, and more in accordance with former authorities, if the Court had held that a party, named as an agent under such circumstances as existed in that case, was entitled, on showing himself to be the real principal, to maintain the action, the defendant being, however, allowed to make any defence by which he could show himself to be entitled, either as against the plaintiff, or as against the person named as principal by the plaintiff in the contract." With regard to the distinction which was first raised in Rayner v. Grote between executed and ex- ecutory contracts, B. Alderson said, " If, indeed the contract had been wholly unperformed, and one which the plaintiff, by merely proving himself to be the real principal, was seeking to enforce, the ques- tion might admit of some doubt, in many cases, such as, for instance, the case of contracts in which the skill or solvency of the person who is named as the principal may reasonably be considered as a material ingredient in the contract; it is clear that the agent cannot then show himself to be the real principal, and sue in his own name, and it may fairly be urged that this, in all executory contracts, if wholly unperformed, or if partly performed with- out the knowledge of who is the real principal, may be the general rule. But if the contract has been in j)art performed, and the part performed has been accepted by the other party with full agent's right subject to principal's. 223 knowledge of the facts, he will be liable to fulfil the remainder of his part of the contract." This case is also one of the second class of executory con- tracts above mentioned. The practical question which should be decided is, whether, by allowing the plaintiff in such a case to introduce evidence to enable him to sue on the contract on his own ac- count, the defendant will or will not be prejudiced. In Humble v. Hunter {s) we have a case in which a person entered into an agreement for the chartering of a vessel in his own name, and de- scribed himself " as owner of the vessel Mary Ann." On the trial of the cause, which was an action brought upon the charter-party by the mother of the person above mentioned, it was pro- posed on her part to adduce in evidence that her son had no interest in the vessel, but had entered into the contract on behalf of his mother. The evidence was admitted, and, upon a motion for a new trial on the ground that it was wrongly ad- mitted, a new trial was granted. It has, however, been intimated {t), that it was merely on the word- ing of the contract " as owner of the vessel," and that, had it not been for these words, the plaintiff might have sustained her action on showing that she was the real owner. This case establishes no piore than that a principal may come forward and is) 12Q. B. 310; 17 L.J. 350. (0 20 L. J., Q. B., 228. 224 WHERE PRINCIPAL OR AGENT MAY SUE : sue as principal, although not named, and that an agent cannot disclaim a character which he has assumed in the contract, for the purpose of enabling another to sue. In Schmalz v. Avery {u), the plaintiff had en- tered into a charter-party, expressed to be made between the defendant of the one part, and the plaintiff, as agent of the freighter, of the other part. No particular principal was named in the charter- party; and, on the trial of the cause, it appeared that the plaintiff was himself the principal, and not merely an agent. He was held entitled to sue upon the charter-party. As no principal was here named in the contract, it was clear that the defendant could not have relied on the responsibility of the principal, and he could only be prejudiced by being made answerable to the plaintiff on the assumption that he would have entered into the contract with any one else in the world but the plaintiff. " The charter-party would be contradicted, no doubt, by the agent coming forward and saying that he was the j)rincipal ; but the defendant would not be prejudiced, as he appeared regardless who the real principal wns. The plaintiff might also be con- sidered as filling two characters, viz., those of princij)al and agent. A man cannot, in strict pro- priety of speech, be said to be agent to himself, yet, («) 20 L. J., Q. n., 228. AGENT MAY SUE ALONE. 225 in contracts of tliis description, we see no absurdity in saying- that he might fill both characters, that he might contract as agent for the freighter, whoever that freighter might turn out to be, and might still adopt the character of freighter himself, if he chose." The contract, in this case, would appear to be an executory one of the second class ; and, as there might be some uncertainty as to the ability of the agent to perform his part of the contract, if any principal had been named, the agent would not have been entitled to maintain the action, but, under the peculiar circumstances that no one was specified as the principal, the agent was held entitled to sue in that character (.r). Sect. 2. where agents alone may sue on contracts. We have seen that an agent cannot in general enforce a contract, if, on making it, he has declared that he acts as the representative of a principal whom he names, unless he has himself some in- terest in the subject-matter thereof. There is no case in which a person vvho is a bona fide agent has an exclusive right to sue on a contract, unless the contract is by an instrument under seal, or by some negotiable instrument, as a bill of exchange, {x) See also Cook v. Wilson, 26 L. J., C. P., 15. l5 226 WHERE PRINCIPAL OR AGENT MAY SUE : which he has executed in his own name. But there are certain circumstances under which agents may enforce contracts entered into by them, although their representative character has been declared. If an agent has a special property or in- terest in the subject-matter of the contract, he can maintain an action thereon in his own name, whether he professed to contract for himself or for another. For instance, an auctioneer may sue in his own name for the price of goods sold by him at a public auction, even though the principal was pub- licly known (y). A factor may sue a purchaser of his principal's goods, where he has a claim on the goods for his commission (c). Whenever an agent is ac- countable to his employer for the price of goods entrusted to him for sale, it may be laid down as a general rule that he is entitled to sue in his own name for the price of them. Thus, an agent selling under a del credere commission will, under any cir- cumstances, be empowered to sue for the price of goods sold by hiui for his piincipal (a). From the general usage of trade masters of ships have a right to sue on all contracts entered into by them on behalf of their employers. If an agent has made a payment which ought not to have been made, and, at the same time discloses his principal, as he ()/) Willunnn V. Millinglon, 1 II. 151. 81. (;;) Iloiiglilon V. Matthews, 3 Bos. & Pull. 485. (a) Ibid. AGENT MAY SUE ALONE. 227 will be answerable to his principal for the amount, he has a right to sue the party receiving payment for the amount (b). As a master of a ship is liable to a third person for any contracts entered into by him, although the name of the principal is dis- closed, the obligation of the third party to him is reciprocal, and he may accordingly sue on any contract he enters into, although his principal is known (c). Where the master of a ship would be answerable to his employer for the freight, if he delivers the goods specified in a bill of lading without receiving payment, he may maintain an action on the bill of lading against the consignee who has accepted the goods (c?). We have seen above that masters of ships incur large liabilities, it is only just that they should possess reciprocal rights. If a policy broker effects an insurance in his own name, but at the same time declares for whose use and benefit he does so, he is entitled to sue upon the policy, as, by the usage of trade, he has a lien for his commission (e). It is said by Mr. Justice Story, that factors acting for a prin- {!)) Story, § 398; Stevenson v. Mortimer, Cowp. 386. "The agent in sucVi a case may recover from the authority of tlie prin- cipal, the principal may, as proving it to have been paid by the agent." — Lord Mansfield. (c) See Coppin v. Craig, 7 Taunt. 243. (d) Brouncher v. Scott, 4 Taunt. 4 ; Sanders v. VanzeUer, 4 Q. B. 295. (e) Addison on Contracts, vol. ii. p. 706 ; Wolff v. Horncastle, 1 B. & P. 316 ; Whitehead v. Faughan, Cooke's Bank. Law, 576. 228 WHERE PRINCIPAL OR AGENT MAY SUE : cipal residing in a foreign country, as they are the only persons liable on contracts, are the only per- sons entitled to enforce them(y). As to domestic factors, in every contract entered into by them, whether they are acting under a del credere com- mission or not, they are entitled to sue as prin- cipals, and as the goods are entrusted to their cus- tody, they have a special ownership in them, and a lien thereon {g). The reason of this is, that they are personally liable to their employers, or to third persons, for the amount, besides having the right to possession and the special ownership in any goods bought or sold (//). An agent, for instance a factor, may maintain an action for his own benefit, if he has a lien on any goods which have been sold by him, and he may recover the price of the goods to the extent of the balance due to him(i). He may also recover the amount of his commission from a purchaser in the same way. The contract is in such a case the contract of the factor, although the prin- cipal has been named ; and, if the buyer, after notice from the factor of his claim on the price of the goods, siiould settle with the principal, it has been thought that payment to the principal would not be a defence to such an action, though without (/) Story, § 400; Gomale v. Slarien, Selw. Nisi Prius, 814, n. Ig) Sadler v. I.eigh, 4 Camp. 194; Story, § 401. (A) Story, § 401. (») Drinkwater v. Goodwin, Cowp. 256. AGENT MAY SUE ALONE. 229 such notice it would (A). And, in a case of this kind, the buyer will not be permitted to set off a debt due to him from the principal (Z) ; unless he has bought with reference to that set-off, and was induced to purchase in consequence of the intro- duction of the principal's name {m). It does not seem by any of the cases that the rule, which makes the home agent or factor of a foreign principal liable, extends to the converse case, and gives him a right to sue unless he has a special interest (n). An agent cannot contract as agent for a prin- cipal whom he names, and then bring an action as principal ; at any rate, he must give notice of his real character to the other party before bringing his action (o). But if it be in the knowledge of the party he is dealing with, that, although pro- fessing to act in the name of another, he is really the principal, the necessity of notice is done away with, and he may maintain the action himself (7?). If an agent contract in his representative character, without naming any principal, he may afterwards sue as principal, if in point of fact he is so [q). It (Ic) Coppin V, Walher, 7 Taunt. 237. (0 Atkyns v. Jmber, 2 Esp. 493. (in) Coppin v. Craig, 7 Taunt. 243 ; Coppin v. Walker, 7 Taunt. 237 ; Story, § 404. (n) But see Cooke v. Wilson, 26 L. J., C. P., 15. (0) Vide supra, p. 218 ; Bickerton v. Burtell, 5 M. & Sel. 383. (p) Raipier v. Grote, 15 M. & W. 359; 10" L. J., Exch., 79; Humble V. Hunter, 12 Q. B. 310 ; 17 L. J., Q. B., 350. {q) Schmulz V. Avery, 20 L. J., Q. B., 228. 230 MODIFICATIONS OF AGENt's RIGHTS. will be no defence to an action brought by an agent, that the principal repudiated his contract after it was entered into (r). Sect. 3. MODIFICATIONS OF AGENt's RIGHTS. The rights of agents are subject to be modified by the control of their principals. If the prin- cipal has a right to sue on a contract as well as the agent, he may generally supersede him, and pro- ceed in his own name (s) ; or he may suspend or extinguish the right of the agent by making arrangements or waiving claims with the opposite party to the contract (0- We have seen that a third person may set up the same rights against an undisclosed principal that he has against the agent with whom he sup- poses himself to be contracting. A similar rule prevails in the converse case, and a third person may set up the same defence against an agent, who discloses his principal, that he could against the princii)al himself. Thus, if an auctioneer sells goods for his principal, and the buyer pays the price thereof to the princij)al, without any notice from (r) Short V. Spackvwn, 2 U. & Ad. 0(i2. (.s) Satllrrv. Leigh AC:m]h lOl-; Ganihier \: Davis,2 C. SiPA-9. (I) Cuppin V. Walker, 7 Taunt. 2\M . MODIFICATIONS OF AGENt's RIGHTS. 231 the auctioneer of any of his claims, the payment will be a good defence to an action brought by the auctioneer (u). A third person may, in hke manner, claim a set-off against the agent (y). The same rule applies in other matters of de- fence ; and fraud, misrepresentation, want of con- sideration, or the like, may be set up as a defence against an agent known to be acting as such, in the same manner that they could against the dis- closed principal (x). The power of the principal to supersede the right of his agent, and of third persons to set up the defences against him, which they have against the principal, is, however, dependent upon the question, whether the agent has acquired any lien or other clami on the subject of the agency, either against the principal or the third person (y). If an agent has a right of this description, he may assert it in opposition to the assignees of his prin- cipal in case of the principal's bankruptcy (0). If a person, against whom the agent has such claim, should, after notice thereof, pay money to the principal, on an action being brought by the agent to recover the amount, he will be answerable for (m) Story, § 401' ; Coppm v. Walker, 7 Taunt. 237. (v) Coppiti V. Walker, 7 Taunt. 237. {x) Solomons v. Bank of England, 13 East, 135, n. ; De la Chaumette v. Bank of England, 9 B. cS: C. 208 ; Story, § 404. {y) Drinkwaterv. Goodwin, Cowp. 251 ; Story, § 407. \z) Hudson V. Grainger, 5 B. & Aid. 272. 232 MODIFICATIONS OF AGENTS RIGHTS. the same, and the payment to the principal will be no defence to the action (a). The principal, how- ever, may satisfy the claim of his agent ; his right on the contract will then be freed from the incum- brance, and a payment of part of the amount of any demand of the agent will operate as an extin- guishment pro tanto (6). Mr. Justice Story seems to be of opinion, that an agent selling or purchasing in his own name may avail himself of any set-off he has either against the purchaser or seller (c). However, it does not seem that any case supports the propo- sition as to the purchaser (d). (a) Drinkwater v. Goodwin, Cowp. 256. (i) Story, § 410. (c) Story, § 411. (rf) As to seller, see Morris v. Cleasby, 1 M. & Sel. 576. ( 233 ) CHAPTER XIV. OF PAYMENTS BY AGENTS. We have seen above some of the instances in which payments to or by agents are binding on their principals, we must now pass in review those in which they effectually discharge them, and are binding on third persons, also those in which the principal has a right as against them to recover back the amount paid. A payment in cash will of course discharge both principal and agent. But payment by an agent in any other way is so far binding on a third person, that, if it is rightfully made and he accepts it as a discharge of a debt, the principal is thereby released (a). Thus if a factor, employed to purchase goods for his prin- cipal, should give his own promissory note for the amount of the price of the goods, and the vendor should accept it as payment, the principal will be discharged, and the vendor will have no remedy except against tlie agent (b). The question, in cases of this kind, is ordinarily one of fact, whether (rt) Seymour v. Pyclilau, 1 B. & Aid. 14; Strong v. Hart, 6 B. &C.160. (b) Strong v. Hart, 6 B. & C. 160. 234 EFFECT OF PAYMENTS BY AGENTS. the note is received as a conditional or an absolute payment. If, as between the parties, the payment is meant merely as conditional in case the principal does not pay himself, but nevertheless the agent gets an absolute receipt whereby the principal is induced to consider the matter settled, the debt, as to the principal, will be considered as discharged (c). But if the principal knows the payment by note to be conditional on his not paying himself, and does not deal differently with his agent in con- sequence of the absolute receipt, he is not dis- charged (d). As to the cases where the principal has a right to recover back the amount paid by his agent, a third person will be answerable for a sum received by him of an agent, if the payment ought not to have been made, and the principal would have had a right, if he himself had paid the amount, to recover it. The circumstances under which a prin- cipal is entitled to recover back payments made by the agent are various. Among others, a failure of consideration will give him the right to do so. Thus, if an agent insures and pays a premium on a policy, which never attaches, the principal may recover the amount from the underwriter who received (c) Wyalt V. Marquis of Jfrrtford, 3 East, 147; Story, §§ 431, 433. (J) Wyalt V. Marquis of Hertford, 3 East, 147. EFFECT OF PAYMENTS BY AGENTS. 235 it(e). If an agent pays money under a mistake of fact, if money has been illegally extorted from him, or he has been induced to make a payment by fraud or imposition being practised upon him, the principal may recover it back(/). If the agent has himself been a participator in the fraud with the party receiving payment, the principal may recover the money back from the receiver of the payment (ff). It has been seen above, that payments made to an agent are generally good, if he has authority to receive payment, but that a principal may intercept a payment to his agent, by giving notice to a third person not to make such payment; and in such a case, if a payment is made contrary to the notice, he will have a right to receive payment from the debtor {h). In the same manner, payments made by an agent in a wrongful manner, or after notice that the agent has no right to make the payment, may be recovered from the person by whom the money is received. (e) Johnston v. Usborne, 11 Ad. & E. 549 ; Bonzi v. Stewart, 6 Sc. N. 11. 1. (/) Stevenson v. Mortimer, Cowp. 805 ; Duhe of Norfolk v. Worthy, 1 Camp. 387. {g) Taylor v. Plumer, 3 M. & Sel. 562; Gibson v. Winter, 5 B. & Aid. 101. (//) Paretic v. Bennett, 11 East, 36; Mann' v. Forrester, 4 Camp. 60 ; Story, § 429. ( 236 ) CHAPTER XV. WHERE PRINCIPAL AND AGENT MAY SUE FOR TORTS OF THIRD PERSONS. Sect. I. WHERE PRINCIPAL MAY SUE. If an agent joins with a third person in commit- ting a wrong, to the detriment of his principal, both will be hable, jointly as well as severally, to the principal (a). Thus, if an agent tortiously con- verts the property of his principal, as, for instance, if he sells to a third person, without having au- thority to do so, such third person and the agent will both be liable for the wrongful conversion {b) ; and the third person will be equally liable, if it has proceeded from his want of due caution, that the agent has been enabled to do the wrong, as, if he had of his own free will consciously coincided in the act(c). («) Taylor v. Pliimrr, .3 M. 8c Scl. 5(52. {b) Clarke V. Slice, Cowj). ]fl7 ; Story, § 437. (r) Tai/lor V. Plumer, 3 M. & S. 5G2, 576 ; Pickering v. Busk, 15 East, "38. WHERE PRINCIPAL MAY SUE THIRD PERSONS. 237 If it be only the third person who has committed the tort, he will be liable to whichever party he has injured, whether it be principal or agent (c?). Thus, if a third person should wrongfully convert or misuse property of the principal in the possession of his agent, or, on the sale of goods to the agent, should be guilty of gross fraud, the principal may maintain an action for any loss caused by the wrongful act of the third person (e). If it should be more to the advantage of the principal to avail himself of the wrongful act, and his so doing would be in effect to affirm the con- tract, he may do so if he chooses. Thus, in the case of a fraudulent purchase, he may waive the tort and bring an action for the amount due, or on a tortious sale of goods he may sue for a breach of contract, or bring an action of trover {f). Sect. 2. where agent may sue. Agents have a right to maintain an action for any damages sustained by them through any wrongful acts done by third persons in the course {d) Story, § 437. (e) Story, § 438. (/) Hunter v. Princeps, 10 East, 378 ; Story, § 439. 238 WHERE AGENT MAY SUE THIRD PERSONS. of their agency. Thus, factors may maintain tres- pass or trover against third persons for any injury done to the property entrusted to them while in their possession {g). So, if by the misrepresenta- tion of any one, an agent makes a contract which his principal repudiates, and the agent is conse- quently damnified, he may maintain an action for compensation for the injury. But any loss sus- tained by agents must be in immediate connection with the subject of their agency, or where they have a right to possession which is infringed, or where they incur a personal responsibility or damage in consequence of the tort, in order to enable them to maintain an action for damages (Ji). If the loss be inconsequential, or in a matter in which they have no interest, they cannot maintain such an action. {g) Jniliams V. MilUngton, 1 II. RI. 81 ; Joseph v. Knoi, 3 Camp. 320; Smith, Merc. Law, p. 139. (/j) Story, §§ HS, lit). ( 239 ) CHAPTER XVI. of the determination of the agency. Sect. 1. principal may revoke authority. The revocation of an agent's authority may be either by the act of the parties, by operation of law, through the completion of the commission, or by lapse of time. An employer may in general, at any time, dis- pense with the services of the employed (a), unless he has agreed with him for a certain period of service; in which case he cannot discharge him until the time agreed upon has elapsed (h). But the word "permanent" does not constitute a durable appointment, but the intention of the agreement is to be considered, and if it appears that an engage- ment of a certain duration was intended, damages for a dismissal previous to its expiration may be recovered (c). The right of revocation of an agent's (a) Raleigh v. Atkinson, 6 M, & W. 670 ; Fletcher v. Marshall, 15 M. & W. 755, (i) Elderton v. Emmens, in error, 17 L. J., C. P., 307. (c) Ibid. 240 DETERMINATION OF AGENCY : authority is subject to the Hmitation that the agent has not done anything in the meantime to render himself personally liable to a third person in con- sequence of the instructions of his principal (d) ; but a countermand previous to any such act is effectual. If the authority of the agent is coupled with an interest, or is given for a valuable consideration, it cannot be either determined or revoked in a sum- mary way until the interest is disunited from it. Thus, if a principal gives a power of attorney to a creditor to collect and receive all his debts and claims for the benefit of his creditors, the power is irrevocable (e). A power given to a creditor to sell lands of his principal for payment of his debts is also irrevocable (/). If the authority has been in part executed by the agent, it cannot be revoked unless the part executed can be separated from the part unexecuted ; for the law will not permit the agent to suffer from his having partly executed his instructions, and having thereby rendered himself liable to the other contracting party, and not being allowed to complete them (g). The rights of the other contracting party, moreover, will not be (d) Fletcher v. Marshall, 15 M. & W. 755. (c) Walsh V. IVhilmmh, 2 Ksp. 565. (/) Gaiisst'ji V. ^forl(nl, 10 15. & C. 731. ( S) Hodgson V. Anderson, 3 B. & C. M2 ; M'Ewen v. JFoods, 17L.J., Q. B., 207. PRINCIPAL MAY REVOKE AUTHORITY. 241 affected by such a revocation, but he will retain them as if it had not taken place. The revocation of the agent's authority is, in most cases, the revocation of the autiiority and appointment of any substitutes under him (A). But necessity may justify the continuance of that sub- stitute; as, if a master of a ship were removed, or his appointment determined in any way, it would be presumed that the mate might act as master until a new one was appointed, for it is, ordinarily, his duty to act as master when the place of the latter is vacant {i). Sect. 2, time at which revocation takes effect. The time at which a revocation takes effect is from the moment at which it is made known either to the agent, or to the third person (k). Where it is in the power of the principal to revoke the autho- rity, the communication of his intention to the agent ipso facto has that effect. A principal, re- voking his agent's authority, should give notice of his having done so; for any one, who deals with (/i) Story, § 469. (i) Story, § 4G9. (A") Story, § 470. P. A. M 242 DETERMINATION OF AGENCY .' an agent in ignorance of the determination of his authority, will not be permitted to be a loser by the principal neglecting to give notice, if the agent appears to possess an authority, which in fact has been determined (Z . Therefore, the acts of an agent, until such public revocation of his authority, bind his principal. And where the plaintiffs in an action had purchased goods of some broker, whose authority had been revoked, but no notice thereof had been given to the plaintiffs, they were held entitled to recover from the principal for breach of contract {m). Where one of two innocent persons must suffer, the one, through whose confidence or silence the other has been misled, must sustain the loss. If an offer or an appointment has been made, it is deemed a continuing offer or appoint- ment up to the time when the other party assents thereto. So that if a person writes by post, making an appointment of an agent, but before the letter is received by the person, to whom it is addressed, he revokes his offer, the revocation has no effect, until such time as the person has received the revocation (n). If the authority which is given to an agent is only a particular authority, third persons in dealing (/) Iffiznrd V. Treadwell, Str. 50G ; Ryan v. Sams, 11 Law Times, Q.B., 221. (ill) Sci- Ofiamsv. Avery, 17 Law Times R. 63. («) /idams V. LindscU, 1 B. & Aid. (iSl. TIME REVOCATION TAKES EFFECT. 243 with him should use due caution, and ascertain by inquiry, whether it exists or has been revoked (o). An agent acting under a general authority will be liable for acts done, after the determination of his authority by the bankruptcy of his principal, but were he a particular agent, he will not be so (p). Sect. 3. manner of revocation of authority. A revocation may take place either by a formal or informal instrument ; or by a declaration of any kind showing the intent; or may be implied from circumstances ; as for instance, the appointment of a second agent to execute the whole of the same commission. The performing by the principal him- self of the duty which was entrusted to the agent will have the same effect ( 5'). If the appointment of an agent is by a formal instrument, however, it can be revoked only by a similar instrument (r). (0) Salte V. Field, 5 T. R. 215 ; Acey v. Fernie,7 M. & W. 156. (p) Pearson V. Graham, 6 Ad. & Ell, 900; Smith, Merc. Law, p. 132. (g) Story, § 474. (r) Dickenson v. Lilwall, 4 Camp. 277 ; Sykes v. Giles, 5 M. & W. 645. m2 244 determination of agency : Sect. 4. BY renunciation OF AGENT. An agent may renounce the performance of the duty entrusted to him at any time before he has actually commenced it, provided there is no con- tract between himself and his employer that he should perform the duty for valuable consideration. But if no remuneration is to be paid him for his services, he may at any time before commencing the business refuse to enter upon it. If, however, in the latter case, he once sets about the work, he cannot refuse to complete it, so as to prejudice his principal ; and if he did so refuse, and the principal sustained damage, he would be held liable to make good the same. But it is probable that the prin- cipal could not sue him for breach of contract ; for ex nudo pacto non oritur actio (s). Sect. 5. dissolution by operation of law. The determination of the agency may take place, not only by the acts of the parties, but also by operation of law. Thus the marriage of a feme sole will have the ciiect of revoking the authority (.») Coggs V. Bernard, 2 Ld. Ilaym. 909; ante, p. 24'. BY OPERATION OF LAW. 245 given to an agent appointed by her dum sola (<). And it would seem that the marriage of Sifeme sole, who has been appointed agent before her marriage, will not operate as a revocation of her agency ; for, as she may be an agent after her marriage (m), she may continue to perform any duty confided to her until the authority to do so is revoked. The death of the principal will revoke the agency. The act must be done in the name of the principal ; " and how," says Lord Ellenborough, " can a valid act be done in the name of a dead man "{w). It is stated by Justice Story, that an exception to the rule is to be found where the agent has an in- terest vested in the thing relating to which the power is given (x). This appears to mean no more than that a person who has anything placed at his disposal can do anything with it, although the person from whom he got it may be dead. An American case is cited, but the judgment does not tend to show that in a case of simple agency, even if the agent has an authority coupled with an in- terest, he can do a valid act after the death of his principal (?/). The death of the agent will equally have the (0 Story, § 481 ; Anon., 1 Salk. 117, 309. (u) Supra, p. 6. (w) Watson v. King, 4 Camp. 272. {x) Story, § 489. {y) Huntv. Rousmaniere, Story, § 488. 246 DETERMINATION OF AGENCY : effect of putting an end to the agency, and the authority will not devolve either on his successors in business, or on the agent's personal representa- tives {z). Whether the insanity of the principal operates as a revocation of the agency or not seems doubtful, and no case directly bearing on the point appears to have occurred in the English Courts. It would seem that until a person is found lunatic by inqui- sition, the acts of persons appointed as his agents whilst in possession of his faculties are binding ; but after he is found lunatic by inquisition, the power of an agent so appointed is revoked. It would certainly appear reasonable that, until some personal representative (so to speak) of the in- sane and mentally dead person is appointed, the authority of agents appointed by him whilst sane should be held to subsist (a). The insanity of the agent will of course operate as a revocation of his authority (b). The bankruptcy of the principal will have the effect of determining the authority of an agent appointed by him, so far at least as regards the management or disposal of the bankrupt's property in which his creditors have an interest (c). So far (z) Story, § 4!)0. {(i) Story, § 181, note. {b) Story, § 487. (c) Parker v. Swell, IC East, 382. BY OPERATION OF LAW. 247 as relates to matters with which the creditors have no concern, the authority of the agent is not re- voked by bankruptcy {d). Of course, whenever an agent can sell in defiance of his principal's in- structions, on account of any interest he may have, as for instance for a lien on goods consigned to him as factor, his authority is in no way prejudiced by his principal's bankruptcy (e). The term, "authority coupled with an interest," has been applied to cases of this description, but it would be much more correct to consider the interest of the agent as quite independent of the authority. It is indeed an interest which he may proceed to realize in defiance of his authority and instructions. It appears that the bankruptcy of the agent will operate as a revocation of the authority given to him. It ought, surely, however, to depend upon the nature of the business. If it is a matter con- nected with the trade in respect of which the agent is declared a bankrupt, the authority should be considered as revoked ; but, if it be independent of such trade, there seems no good reason for con- sidering the bankruptcy a determination of the agency (/). The extinction of the subject-matter of the agency will, it need hardly be said, put an end to {d) Dixon V. Ewari, 3 Meriv. 322. (c) Alley \. Hotson, 4 Camp. 325. (/) Hudson V. Granger, 5 B. & Aid. 27. 248 DISSOLUTION BY OPERATION OF LAW. the agency. Thus a master of a ship is functus officio on the ship he commands being lost, and a factor's duties are at an end on the destruction of the articles committed to him for sale. The expiration of the time during which the agency was to last will operate as a determination of it. Thus, if a person appoints another to be his agent for a year, or during his absence, at the end of the year, or on his return home, the agency will be determined {g). But in both of these cases, and indeed in all cases where it is possible that third parties may not be fully acquainted with the true state of the facts, notice of the agency having terminated should be given by the principal {h). It would appear, that where any duty has been committed to another, and, from any cause what- ever, the same has been revoked, if anything has been done in pursuance thereof, and the agency is of a description that it can be executed in the name of the agent, and not of the principal, the revocation will not take cflect; but the agent may proceed to a fulfilment of his duty. And the heirs and representatives, in case of the death of the prin- cipal, are bound to ratify what has been done (i). ie) Story, § 480; Blachhnrnc v. Scholcs, 2 Camp. 311. (//) Sail,- V.' Field, (i T. 11. 215. (i) Sec Story, §§ '1!)2 — 1!)8, in wliich section tlie learned antlior seems to say that there are no cases directly l)carinji; on the point, but that the conveniences of trade require tliis doctrine to be held. INDEX. A. ACCOUNTS, agents should keep, 30 ADMISSIONS, of agents binding on principal, 185 ADVANCES, made by agents recoverable from principal, 71 on goods to factors, binding on principal, 118 — 128 AGENTS, who may appoint, 1 married women, 2 infants, 3 agents, 3 corporations, 6 who may be, 6 mode of appointing, 9 by deed, 9 agents of corporations, 10 for creating freehold interests, 10 letters, 12 different kinds of, 14 auctioneer, 15 broker, 15 factor, 17 ship's husband, 18 master of ship, 18 sharebioker, 19 joint agents, 20 duties of, general duties of all classes, 22 of remunerated agents, 22 lo use skill, 23 M 5 250 INDEX. AGENTS — continued. moral duties, 25 not to purchase from principal, 26 to keep properly separate, 30 to keep accounts, 31 to obey instructions, 37 on sudden emergency, 39 to follow usual course of dealing, 40 to use adequate skill, 40 employed to buy, 46 sell, 51 receive or deliver goods, 54 effect insurance, 55 common carriers, 56 liabilities of agents of foreign principals, 59 for breach of duly, 60 not, 61 defences of agents against claim of principals, 63 ratification by principal, 64 damnum absque injuria, 67 overwhelming necessity, 67 ambiguous instructions, 68 rights of agents, 69, 86 to commission, 69 for advances, 71 loss sustained in employment, 74 careless accident, 76 lien of agents, particular or geneial, 79 how lost, 81 rights of sub-agents against principal, 83 agent of botli parties, payments to, 130 liability of agent on contract, 137 — 168 contracts in writing, 137 under seal, 137 not under seal, 138 not disclosing principal, 138 by signmg agi'ut's own name, 139 elfect of declaration of agent's character, 140 bills of exchange, 146 contracts generally, 150 not disclosing principal, 150 causing credit to be given to himself, 150 pledging his own credit, l.il contracting for irresponsible principal, 152 foreign merchant, 152 government agents, l.')3 exceeding anihorily, 153 acting without authority for ostensible principal, 155 INDEX. 251 AGF-NTS -continued, agents' rights not to be affected by determination of agency, 177 misrepresenlatiun of agent, and its consequences to principal, 182 agent of public company, 185 agent disobeying principal's instructions, 186 notice to agent, notice to principal, 187 consequences of misrepresentation to agent, 187 agent liable in action on the case, 188 if agent is misled by principal, the latter is liable, 189 liability of agent for tori, agent holding independent business, 196 agent exceeding authoiity, 198 agent liable for wilful tort, 197 public agents, 199 agent's right to sue on a contract, 210 — 2'29 subject to that of principal, 210 on executed and executory contracts, agent having special property, 226 selling under del credere commission, 226 may recover commission from third persons, 228 where agent is only ostensible principal, 229 modification of agent's rights, 230 defences good ;igainst principal good against agent, 231 agent's right of lien and set off against third persons, 231 agent's right to sue third person for tort, 237 having interest, 240 renunciation of agency, 244 marriage of agent, 244 death of, 245 insanity of, 246 bankruptcy of, 246 AUCTIONEER, what, 15 authority of, 1 13 AUTHORITY, of the agent generally, 86 powers incidental to, 86 general cr special, 89 confined to subject-matter, 90 ambiguous instiuctions given, principal is liable, 92 difference between general and particular authority, 94 usual mode of dealing, 94 special delegaiion, 96 previous employment, 99 what excess of authority is justified by circumstances, 103 particular necessity, 104 252 INDEX. AUTHORITY— cc)(it;»ue(i. whether void lor excess or in toln, 106 the extent of authority among non-mercantile agents, 107 among certain kinds of agents, 109 master of ship, 110 auctioneer, 1 13 brolcer, 1 14 manager of bank, 1 15 sharebroker, 1 16 agent exceeding, 153 acting without, for ostensible principal, 155 B. BANK, manager of, 115 BANKRUPTCY, dissolution of agency by bankruptcy of principal, 246 agent, 246 BILLS OF EXCHANGE, liability of agent on, 146 right to sue on, 207 BINDING CONTRACT, agent should make, 16 BINDING PRINCIPAL, by deed, 169 written contract not under seal, 171 BROKER, the extent of authority of, 15, 117 BOUGHT NOTE, of broker with sold note forms contract, 16 BUY, of the duties of agents employed to, 46 should generally insure, 49 C. CARELESSNESS, agcDt liable for, 6 f'oifeits commission, 76 CAUIUER, COMMON, duties of, 54 liabilities of, by statute, 55 at common law, 56 for grosB neglect, 56 carriers by water, 57 other carriers, 59 lien of, 81 INDEX. 253 cow MISSION, what, 69 not claimable till duly performed, 69 lost by careless conduct, 76 COMPLETION OF BUSINESS, determines principal's liability, 177 CONDITIONAL PAYMENT, its effect as to principal, 233 CONTRACT, liability of principal on, 135 of agent on, 137, contracts in writing, 137 — 150 under seal, 137 not under seal, 138 not disclosing principal, 138 by signing agent's own name, 139 effect of declaration of agent's own character, 140 bills of exchange, 146 contracts generally, 150, 155 not disclosing principal, 150 causing credit to be given to himself, 150 pledging his own credit, 151 . contract for irresponsible principal, 152 foreign merchant, 152 government agents, liability of on, 153 agent exceeding authority, 153 acting without authority for ostensible principal, 155 third person's right of election as to whom they will sue, 156 alteration of circumstances, 159 disclosed principal alone can sue on contract, 208 agent's right to sue subject to principal's, 210 where principal undisclosed principal subject to same equities as agent, 213 distinction between executed and executory contracts, 215 CONTINUING OFFER, when revoked, 241 CORPORATION, may appoint agents, 6 agents of, how appointed, 10 CREDIT, selling on, should be determined by usual course of dealing, 51 to whom given, 151 agent pleilging his own, 151 254 INDEX. D. DAMAGES, liability of principal for damage caused by agent, 191 agent always liable for, 196 piincipal bound to make good damage sustained in employ- ment, 74 DATE of revocation of authority, 240 DEATH, of principal revokes agency, 245 of agent, 245 DECLARATION, of agent binding on principal, 185 of agent's character in written contract, 140 DEED, appointment of agents by, 9 contracts by, 137 binding principal by, 169 DEFENCE, of agents against claims of principal, 63 — 68 of principals against claims of agent, 76 of third parties against principal and agent, 230 DEL CRE/JEKE COMMISSION, what, 18 does not affect personal liability of agent to third parties, 159 right of agents acting del credere commission, 226 DELEGATION, of authority, 96. See " Authority." DETERMINATION OK AGENCY, principal may revoke agency, 239 unless work commenced, 239 agents may, 240 revocation of appoiniment of substitutes, 241 time of rcviicalion of aiitlioiity, 241 express revoialioii, 213 revocation by inlerenre, 2-13 bv completion of husiiiess, 177 agent's rights not to be afffctcd, 179 renunciation by agent, 244 dissolution by opeiuliun of law, 244 — 248 marriage, 244 INDEX. 255 DETERMINATION OF AGENCY— conlinued. death, 245 insanity, 246 bankruptcy, 246 extinction of the subject-matter, 247 expiration of lime for which agency created, 248 DILIGENCE, amount of, required, 24, 41 DISCHARGE, of principal by payment of agent, 233 of party not sought to be charged whether principal or agent, 159 payment in discharge of security, 132 DISCLOSING, principal, effect of, 135 — 156 not disclosing principal renders agent liable, 138 — 150 DISSOLUTION OF AGENCY. See " Determination of Agency." DUTIES, of agent. See " Agent.'' liability of agent for breach of duty, 60 agent should pay duties or customs, 49 ELECTION, third parties' right of, as to whether they will sue principal or agent, 156 election once made discharges the other party, 159 alteration of circumstances, 159 E. EMERGENCY. agent's duty on, 39 EVIDENCE, of usage of trade, 138 parol, to vary written instrument admissible, 205 EXCESS OF AUTHORITY, by agent, 103 justified by paiticular necessity, 104 whether void in tolo or for excess, 106 liability of agent for, 145, 146 256 INDEX. EXECUTED CONTRACT, right of ageot to sue upon, 217 — 225 EXECUTORY CONTRACT, light of agent to sue upon, 217 — 225 EXCLUSIVE CREDIT, given to principal, discharges agent, 135 agent, discharges principal, 151 third party entitled to know all circumstances before he makes bis election, 156 EXPENSES, agent's right to, 71 EXPIRATION, of lime for which agency created, 248 EXTINCTION, of subject-matter of agency, 247 F. FACTOR, what, 17, 114 for certain purposes deemed true owner of goods, 121 bond fide deposits by, protected, 122 unless third party have notice that factor is acting m«/(l_/frff, 123 intrusted with documents of title to be deemed intrusted with goods, 124 Factors' Acts, aulliority given by, 118 may pledge goods, 120 6 Geo. 4, c. 94. ,118 5 & 6 Vict. c. 39.. 118 under del credere commission, 159 — 229 FEME COVERT, appointing of agent by, 2 may be agent, U FOREIGN PRINCIPAL. agent of, always liable on contract, 152 agent's right to sue for, 213 FRAUD OF AGENT, payment in consequence of, 134 FREEHOLD INTKRFSTS, agents for creating freehold interests, how appointed, 11 INDEX. GENERAL AGENT, who is, 89 dilfeient from particular, 94 appointed by usual mode of dealing;, 94 special delegation, 96 pievious employment, 96 lien, what, 79 GOVERNMENT AGENTS, liability of, on contracts, 153 for torts, 200 cannot sue on contracts, 214 I. ILLEGAL ACTS, agent not bound to obey instructions to do, 38 employed in, cannot recover commission, &€., 74 IMPLIED AUTHORITY, what will give, 94 arising from previous employment, 108 INDEMNITY, agent may claim for loss sustained in employment, 74 none amongst wrong-doers, 74 INFANT, cannot appoint agent, 3 may be agent, 6 INSANITY, of agent determines agency, 246 principal, 246 INSTRUCTIONS. agents should obey, 37 ambiguous instructions, 68, 94 INSURANCE, agent should obtain, 50 should make insurance effectual, 50 should recover amount due under, 50 INTEREST. of principal should be attended to, 25 agent having interest opposed to principal, 26 agent having, rray sue in his own name, 224 authority coupled with, 240 257 258 INDEX. J. JOINT AGENTS, what, '20 L. LETTER OF ATTORNEY, appointment of agent by, 12 LETTER OF INSTRUCTIONS, appointment of agent by, 12, 13 LIEN OF AGENTS, particular or general, 79 how lost, 81 persons claiming, cannot sell, 82 of sub-agenis, 84 against third persons, 231 M. MANAGER OF BANK, authority of, 115 MARRIAGE, revokes authority of agent, 244 does not put an end to agency, 244 MARRIED WOMEN, cannot appoint agent, 2 WASTER OF SHIP, what, 18 his authority, 110 — 113 may procure necessaries for ship, 1 10 may raise cnoney in cabe of necessity. 111 m;iy »e\\ cargo, 1 1 1 his authority circumscribed when in the home port, 112 MASTER. liable for bill incurred by servant, 100 MISLEAD, if principal mislead agent, he will be liable for misrepreseDtation of latter, 189 MISRErRESENTATION, what, 180 of agent, and its conscfjuence to principal, 182 INDEX. 259 MISREPRESENTATION— continued, contract may be rescinded, 183 by agent of public company, 185 agent disobeying principal's inslruclions, 186 consequences to agent, 187 MODIFICATION OF AGENT'S RIGHTS, defences good against principal good against agent, 231 agent's right of lien or set-ofF, 231 MORAL DUTIES, of agent, 25 wrong agent liable for, 197 N. NECESSITY. defence against principal's claim, 67 justifies excess of authority, 104 NEGLIGENCE, agent liable to principal for, 22 — 42 NOTICE, agent should give, to principal on sale, 53 to an agent notice to principal, 187 payment made after, 235 of revocation of agent's authority should be given by principal, 240 O. OSTENSIBLE PRINCIPAL, 155 agent acting without authority for, 155 where agent is, his right to sue, 229 PAROL EVIDENCE. of usage of trade, when admissible, 138 to vary written instrument, 205 PARTICULAR. lien, what. 79 agent, who is, 94 wherein different from general. 94 necessity justifies excess of authority, 104 260 INDEX. PARTNERS. agents for one another, 19 PAYMENTS, to agents, 128 — 134 must be in course of employment, 128 to agent of both parties, 130 to principal's advantage, 131 in discharge of security, 132 of money not due, 1 33 right of principal not to be called in question, 133 in consequence of agent's fraud, 134 by agents, 233—235 absolute payment by agent discharges principal, 233 conditional payment, 233 principal may recover payment wrongly made, 234 payment made alter notice, 235 PLEDGE, ri;;ht of factors to, 118, 123 fdctois could not pledge at common law, 118 but enabled by 6 Geo. 4, c. 94 . . 1 18 and 5 \ 6 Vict. c. 39.. 120 express notice only will invalidate pledge, 123 • goods pledged may be redeemed by true owners, 125 POWER. incidental to authority, 86. And see " Aitthm-ity." PREVIOUS EMPLOYMENT, where it confers authority, 99 PRINCIPAL. right ol piincipal not to be called in question in action against agent, 133 ratification by principal, what is, 165 determination of principal's liability, 177 principal liable for agent's niisrepiehentalion, 182 if principal inislcail agent, principal only is liable, 189 principal liable for anenl's Icrts, 191 real principal can always sue thiid person, 201 principal may supersede agent, 206 disclosed principal alone can sue, 208 undisclosed principal, 212 is subject to same equities as agent, 214 payment by agent discharges princi|)al, 233 ])rin(ip:il may recover payment wrongly made, 234 principal may sue lor torts id third persons, 236 revoke auihorily, 239 INDEX. 261 PRIVITY, sub-agent raust have privity with principal to enable him to sue, 84 PROCURATION, agents signing bills of excliange by, 97, 149 notice of special authority, 97 PROFITS, made by agent in course of employment belong to principal, 28 PUBLIC AGENTS. liability of, on contracts, 153 for torts, 200 cannot sue on contracts, 214 PUBLIC OFFICER of banking company, 116 R. RATIFICATION, by piincipal and its effect as to agent, 64 third persons, 164 what amounts to a, 165 cannot always raise a duty, 167 of a wrongful act, 168 REMUNERATED AGENTS, bound to enter upon business entrusted to them, 22 whether bound to exercise skill or not, 23 RENUNCIATION, by agent determines agency, 244 when it may be made, 23, 244 REPRESENTATION, of agent in course of employment binds principal, 185 See " Misrepresentation,'' RESCINDING of contract on misrepresentation, 183 REVOCATION. of agent's authority, 229, 240 principal may revoke authority, 239 cannot do so if woik commenced by agent, 239 nor if agent has interest, 240 of appoi;:lment of substitutes, 241 time of i-evocalion of authority, 241 262 INDEX. REVOCATION— continued, must be made notorious, 242 continuing offers when revoked, 243 express revocation, 243 revocation by inference, 243 SALE, agent employed for, 51 SEAL, contracts under seal, 137, 169 SEPARATE, agent should keep principal's property separate from his own, 31 SHAREBROKER, what, 19 his authority, 116 SHIP'S HUSBAND, what, 18 SHIP OWNER, when bound by acts of master of ship, 112. See " Master of Ship," SIGNING, agent signing his own name becomes liable, 139 bills of exchange, 146 SKILL, amount of, required in professional agent, 22, 42 unprofessional, 22 remunerated, 23 unremunerated, 23 SPECIAL AGENT, what, 89 wlierein different from general, 89 delegation of authority, 96 SPECIAL PROPEIITY, agent having, 226 STATUTES, 21 Jac, c. 16 2 6 Geo. 4, c. 94.... 118 9 Geo. 4, c. 14 2 3 & 4 Will. 4, c. 42.... 2 6 fit 6 Vict. c. 39 118 INDEX. 263 SUB-AGENT, right of, 83 must have privity with principal to etiable him to sue, 84 can only sue his immediate employer, 85 lien of, 84 SUBSTITUTE, agent may appoint in certain cases, 5 revocation of appointment of, 241 SUPERSEDE, principal may supersede his agent's right to sue, 206, 210 T. THIRD PERSONS, authority of agent to bind, 201, 207 third person always liable to real principal, 201 rights of. See " Agent and Principal, Liabilities of.' TORT, agent's liability to principal for, 61 liability of principal for torts, 191, 192 agent, 195, 197 right of principal to sue for, 236 agent, 237 U. UNDISCLOSED PRINCIPAL. may be sued when known by third party, 150 may sue, 210 subject to same equities as agent, 214 USAGE OF TRADE, should be the guide for agent as to his duties, 40 determines whether authority is general or special, 94 liability of principal depends upon, 138, 158 evidence of, to vary written instrument, 138 W. WARRANTY, agent liable on implied warranty that he has authority, 1 45, 1 55 by agent binding on principal.. 184, 186. WILFUL TORT, agent liable for, 197 264 INDEX. WRITING. liability of agent od contracts in writing, 137, 146 right of agent to sue upon. 214, 225 WRONGFUL ACT, ratification of, by principal, 168 pniNTKn Dv r. nowoniii an» sons, BKI I. VAlin, Tl MITE DAR. Odoher, 1878. OF LAW WORKS, PUBLISHED BY STEVENS AND SONS (Late Stevens and Norton), 19, CHANCERY LANE, LONDON, W.C. {Formerly of Bell Yard, Lincohis Inn). Law Books Purchased or Valued. (CTS OF PARLIAMENT.— Public and Local Acts from an early date, may be had of the Publishers of this Catalogue, who have also on sale the largest collection of Private Acts, relating to Estates, Enclosures, Railways, Roads, &c., &c. CCTION AT LAW.--Peel.— F«/e" Chancery." Prentice's Proceedings in an Action in the Queen's Bench, Common Pleas, and Exche- quer Divisions of the High Court of Justice. By SAMUEL PRENTICE, Esq., one of Her Majesty's Counsel. Royal 12mo. 1877. 10s. 6c/. "Tlio book can be safely lecorameiided to students and practitioners" — Laio Times. " Wliother for the student or practitioner, we can cordially recommend the work." '' The r( suit ol Mr. Prentice's thuughtt'ul labour has been ihe produciion of a very nveuient and trustworthy auide." — Law Afagazine, February, 1S78. Smith's Elennentary Vie^A^ of the Proceedings in an Action at L,a^Af. — Twelfth ildition, adapted to the practice of the Supreme Court. By W. D. I. EOULKES, Esq., Barrister-at-Law. 12mo. 1876. 10s. 6d. " The student will tind in ' ^nlilh's Action' a manual, by the study of which he may ?ily acquire a general luiowledge of ihe mode of |.rucedure in the various stage? of ai> ion in the several divisions of the High Court of Justice." — Laio Times, Se(itember :!, DiVllRALTY -Boyd.— FkZc " Shipping." Pritchard's Admiralty Digest.— tV'ith Notes from Text Writers, and the Scotch, Irish, and American Keports. Second Edition. By ROBERT A. PRITCHARD, D.C.L., Barrister-at-Law, and WILLIAM TARN PRITCHARD, Witli Notes of Cases from French Maritime Law. By ALGERNON JONES, Avocat a la Cour Imperiale de Paris. 2 vols. Royal 8vo. 1865. 3/ Roscoe's Treatise on the Jurisdiction and Practice of the Admiralty Division of the High Court of Justice, and on Appeals there- from, &C. With an Appendix containing Statutes, Rules as to Fees and Costs, F(^rms, Precedents of Pleadings and Bills of Costs. By P:DWARD STANLEY ROSCOE, Esq., Barrister-at-Law, and Northern Circuit. Demy 8vo. 1878. 1/. Stuart's Cases heard and determined in the Vice-Admiralty Court at Quebec, 1836-75. Edited by GEORGE OKILL STUART, Esq., Q.C. 2 vols. Royal 8vo. 1858-75. Net, bl. All standard Law Woi'ks are kei t in Stock, in lato calf and other bindings. STEVENS AND SONS' LAW PUBLICATIONS. mi w: i F. \m AGENCY. — Petgrave's Principal and Agent.— A Mar of the Law of Principal and Agent. By E. C. PETGE.A' Solicitor. 12mo. 1857. 7s. Petgrave's Code of the La-w of Principal a Agent, with a Preface. By E. C. PETGRAVE, Solici Demy 12mo. 1876. Net, Rogers. — Vkk "Elections." Russell's Treatise on Mercantile Agency. — Sec Edition. 8vo. 1873. fTiCl AGRICULTURAL LAW.— Addison's Practical Guide the Agricultural Holdings (England) Act, 1£ (38 & 39 Vic. c. 92), and Treatise thereon, sho\\-ing the Alterat in the Law, and containins^ many useful Hints and Siiggestioni to the carrying out of the Provisions of the Act; with Handy Fo and a Carefully Prepared Index. Designed chiefly for the UBt Agricultural Landlords and Tenants. By ALBERT ADDIS* Solicitor of the Supreme Court of Judicature. 1 2mo. 1876. Net, 2s. Cooke on Agricultural Law. — The Law and Prac of Agricultural Tenancies, with Numerous Precedents of Tena Agi-eements and Farming Leases, &c., &c. By G. WINGRO COOKE, Esq., Barrister-at-Law. 8vo, 1851. '. Dixon's Farni. — Vide "Farm." ARBITRATION.— Russell's Treatise on the Duty ai Power of an Arbitrator, and the Law Submissions and Awards ; with an Appendix Forms, and of the Statutes relating to Arbitration. By FRAN( RUSSELL, Esq., M.A., Barrister-at-Law. Fifth Edition. R( 8vo. 1878. II. ; ARTICLED CLERKS.— Butlin's New^ and Comple Exaniination Guide and Introduction to t Law ; for the use of Articled Clerks and those who contemp] entering the legal profession, comprising Courses of Reading for Preliminary and Intermediate Examinations and for Honours, o Pass at the Final, with Statute, Case, and Judicature (Time) Tab Sets of Examination Papers, &c., &c. By JOHN FRANC BUTLIN, Solicitor, &c. 8vo. 1877. 1 " Mr. liuiliii (icvotcs mliie (bajitersto (lie consideration of ■Willi.amsonllcal Trope llaynes on Equity, uud Cliiity on Contracts, in tlieir beariugs >ij)Oii tlio studies of articled ckrU. and liis reconimciidatious as to tliorougliuess of reading is very sour — l.av^ Magtizine, Februiirj', 1878. •' A senKiitlo and usuful ptiidc for the legal tyro." — Solicitors' Journal, April 21, 187' "In sujuilyinK lawBiudeuls with uiatcriuls for preparing themselves for examinat Mr. Butlin, »e tliir.k, has distanced all conipetitois. The volume before us conti '; hints on readmp, a very neat Bunmiaiy of law, which the best read piactiiioner ii not dcs)iiKe. I'licre are time tablcn uixler the Judicature Act, and an exeelleut tabi arrannemuiit of lendini; cas-es, which will bo found of great service .... Tni' of this kind will do much to remove obstacles which |)re8eut themselves to comnienc Htodeiits, and wln-n examinations arc over the book is one which may be usefully k close at band, anil will well repay 'noting up.'" — Lata 'nines, I'cbruary 21, 1877. Head. — Vi F.S.S., of Lincoln's Inn, Barrister-at-Law, Professor of the Principl and Practice of Commerce at King's College, London, &c. Secor Edition. 2 vols, lloyal 8vo. 1863. II. 16 Smith. — Vide "Mercantile Law." COMMON LAW.— Braithwaite.— rWc "Oaths." Fisher. — Vide " Digests." Orders and Rviles of the High Court of Justict Common Law Division s. — Published by Authority, i ^e issued. Prentice. — Vide "Action." Smith's Manual of Common Law.— ForPractitionei and Students. A Manual of ('(ininion Law, comprising the fundi mental principles and the poiiits most usiuilly occurring in dail life .and j.ractice. By .lOSIATl W. SMITH, B.C.L., Q.C .Tuduc (if County Coiuts. ICiglitli Edition. 12mo. 1S78. 14. COMMONS AND INCLOSURES.— Chambers' Digest of th« Law relating to Commons and Open Spaces By GEOKGE E. CHAMBiaiS, of the Inner Temple, Esq Barrister-at-I^aw. Inijierial 8vo. 1877. 6s. 6c •^* All standard Law Works are kept in Stock, in law calf and other 1,'ndingt 119, CHANCERY LANE, LONDON, W.C. 7 OMMONS AND INCL03URES-c'oHrecedent8, but I intelligent and leaino"! commentary lights up, as it were, each step that he takes. Tl volume before us is not, therefore a book of preeeiienls merely, but, in a Rreater or le degree, a treatise on certain portions of llie t'ompanios' Acts of 18(i2 and 1S67. There 1«8 elaborate index, and the work is one which must couimeud itself to the prolessiou."- Law Times, June !), Is77. "The precedents are as a rule exceedingly well drafted, and adapted to companies ft almost eyery conceivable object. Ho especially are the loniis nf memoranda and articli of ai.sociation ; and these will be found extremely serviceable to the conveyancer. . . All the notes have been elaborated with a tliornnghly scientitic knowledge of tl principlcB of company law, as well as with copious references to the cases subslantiatiii the principles. . . We venture to predict that his notes will bu found of groat utilil in guidin>! opinions on many coniplieatod questioiiH of law and ])i"actice. ' -Law Jouma Prideaux's Precedents iii Conveyancing. — Wit J )iHHertationR on itn liaw and I'ractice. Ninth Edition. B FREDERICK PRIDEAUX, late rn)fe.H.sorof the Law of Real an Personal Property to the Inns of Court, and JOHN WHI'i'COMBl EH(|rR., l?arriHterH-at-Law. 2 vols. Royal Svo. (Inthcnren " rrideaux has become au indispensable part of the Conveyancer's library." — SoiicUot Journal. " Wo really can hardly imagine a convcyimcer being required to prepare any instn ment which he wdl not find sketched out in the work under notice We ma also lie allowed to add our tribute of praise to these rrecedents for thoir concisene* (inrspicuity, precision, and perfection of drafting." — Law Journal. .September '23, 1876. *^* All standard l,a\o Works arc kqpt in Stocky in la]v fajf and q^hfr biindinq 119, CHANCEHY LANE, LONDON, W.C. 9 CONVICTIONS. — Paley on Summary Convictions.— Fifth Edition. By H. T. J. MACNAMARA, Esq., Barrister-at- Law. 8vo. 1866. 11. Is. Stone. — Vide " Petty Sessions." OPYRIGHT.-Piiillips' Law of Copyright.— The Law of Copyright in Worlcs of Literature and Art, and in the Appli- cation of Designs. With the Statutes relating thereto. By CHARLES PALMER PHILLIPS, of Lincoln's Inn, Esq., Barrister-at-Law. 8vo. 1863. 12s. ' Mr. Phillips' work is at once an able law-book and a lucid treatise, in a popular form the rights of authors and artists." — Jurist. DRONERS.— Jervis on tlie Office and Duties of Coroners. — With Forms and Precedents. Third Edition. By C. W. LOVES Y, Esq., Puisne Judge, British Guiana. 12mo. 1866. 12.«. OSTS. — Carew's Precedents of Bills of Costs, for obtaining Grants of Probate and Letters of Administration in the Principal Registry of the Court of Probate. 1869. 5«. Morgan and Davey's Treatise on Costs in Chancery.— By GEORGE OSBORNE MORGAN, M.P., one of Her Majesty's Counsel, late Stowell Fellow of University College, Oxford, and Eldon Scholar ; and HORACE DAVEY, M.A., one of Her Majesty's Counsel, late Fellow of University College, Oxford, and Eldon Scholar. With an Appendix, containing Forms and Precedents of Bills of Costs. 8vo. 1865. II. Is. Morris' Solicitors' Fees and Court Fees, under the Judicature Acts. — With Copious Index. By WILLIAM MORRIS, Solicitor. 12mo. 1876. 4.?. Scott's Costs in the Superior Courts of Com- mon Law, and Probate and Divorce, and in Conveyancing ; also in Bankriiptcy (Act of 1869). Proceedings in the Crown Office, on Circuit and at Sessions, and in the County Court, &c. With an Appendix, containing Costs under Parliamentary Elections Act, 186S. By JOHN SCOTT, of the Inner Temple, Esq., Barrister-at- Law. Third Edition. Royal 12mo. 1868-73. 11. 4s. •Mr Scott's work is well known to the profession. It is an extensive collection of ;ed bills of costs in all branches of practice, supplied to hia. probably by the taxing sters. Such a work speaks for itself. Its obvinus utility is its best reconimenda- \."—Law Times. Scott's Costs under the Judicature Acts, 1873 and 187S ; containing the " Additional Rules " and Scale of Costs ; together with Precedents of Taxed Bill.s. By JOHN SCOTT, Esq., Barrister-at-Law. Royal 12mo. 1876. 5s. &d. Summerhays and Toogood's Precedents of Bills of Costs in the Chancery, Queen's Bench, Common Pleas, Exchequer, Probate and Divorce Divisions of the High Court of Justice, in Conveyancing, Bankruptcy, &c., with Scales of Allowances and Court Fees, &c., &c. Second Edition. Roj'al 8vo. 1877. 15s. ' Tn the volume before us we have a very complete manual of taxation. The work is utifuUy printed and arranged, and each item catches the eye instantly."— iaw rnal. Webster's Parliamentary Costs. — Private Bills, Election Petitions, Appeals, House of Lords. By EDWARD WEBSTER, Escj., of the Taxing Oflice, House of Commons, and of the Examiners' Office, House of Lords and House of Commons. Third Edition. Post Svo. 1867. 20s. All standard Law Works are kept i)i Stock, in law calf and other bindings. ]0 STEVENS AND SONS' LA.W PUBLICATIONS. COUNTY COURTS.— The Consolidated County Court DEC JIA Orders and Rules, 187S, with Forms and Scales of Costs and Fees, as issued by the Lord Chancellor and Committee of County Court Judges. Authorised Edition. Super-royal 8vo. 1875. Net, 3s County Court Rules, 1876. Authorised Edition. Net,6d Pitt-Lewis' County Court Practice. — A CompleteiCi Practice of the County Courts, including Admiralty anc jnt! Bankiiiptcy, embodying the Act, Rules, Forms and Costs with Table of Cases and FuU Index. By G. PITT-LEWIS of the Middle Temple and Western Circuit, Esq., Barrister-at-Law sometime Holder of the Studentships of the Four Inns of Court (In the press. CRIMINAL LAW.— Archbold's Pleading and Evidence in Criminal Cases. — With the Statutes, Precedents o Indictments, &c., and the Evidence necess.ary to support them. B3 JOHN JERVIS, Esq. (late Lord Chief Justice of Her Majesty's Court of Common Pleas). Nineteenth Edition, including th«. Practice in Criminal Proceedings by Indictment. By WILLIAM BEUCE, of the Middle Temple, F.sq., Barrister-at-Law, anc Stipendiary Magistrate for the Borough of Leeds. Royal 12mo (In the press. Cole on Criminal Informations and Quo War ranto.— By W. R. COLE, Esq., Barrister-at-Law. 12mo. 1848 12» Greaves' Criminal Law Consolidation and Amendment Acts of the 24 & 23 Vict.— Witl Notes, Observations, and Forms for Summary Proceedings. Bj CHARLES SPRENGEL GREAVES, Esq., one of Her Majesty'. Counsel, who prepared the Bills and attended the Select Committee: of both Houses of Parliament to which the Bills were referred Second Edition. Post 8vo. 1862. 16« Roscoe's Digest of the Law of Evidence in Criminal Cases.— Ninth Edition. By HORACE SMITH Esq.,Barri.ster-at-Law. Royal 12mo. 1878. ll.lls.6d Russell's Treatise on Crimes and Misdemea- nors.— Fifth Edition. By SAMUEL PRENTICE, Esq., one ol Her Majesty's Counsel. 3 vols. Royal 8vo. 1877. 5^ 15s. 6rf Tljis trPatiso is so much more copious tlian ;uiy othor ujion nil the subjects contnined ill it, that It .iffords by Inr tlie best means nf acquiring a kiiowledpo of the Criminal Law in general, or of any (ifltiico in particular ; so that ii will be found peculiarly nseful as well to those who wish to obtain a complete knowlidgo of that law, as to those who desire to be informed on any i)(irtii>u of il as occasion may roipiire. This work also contains a very complete treatise ou the Law of Evidence in Criminal Ca.ses, and in it the manner of taUinj; the depositioua of witnesses, and the examinatione of prisoners before niai-'istratrs, is fully exi)laincd. '' What butter Diffesl of Crindnal Law conld we possibly hope for than 'Russell ou Crirapp?' " — Sir James Filzjnmes SCfp/ien's S/irrrli on Cixli/inilion. •'We may safely assert that the fifth ciiitidn of ' Itiissell on Crimes' has, under the carefnl haiid of Mr. Prentice, fully ro» 5 119, CHANCERY LANE, LONDON, W.C. 11 J)ECREES.— Setoil.— Firfe " Equity." ;»IARY.— La\wyer's Companion (The), Diary, and Law- Directory. — For the use of the Legal Profession, Public Com- panies, Justices, Merchants, Estate Agents, Auctioneers, &c., &c. Published Annually. Thirty-third Issue for 1879. The work contains the most complete List published of Town and /ountry Solicitors, with date of admission and appointments, and is issued a the following forms, octavo size, strongly bound in cloth : — 1. Two days on a page, plain 5 2. The above, interleaved for Attendances 3. Two days on a page, ruled, mth or without money columns 4. The above, intekleaved for Attendances .... 5. Whole page for each day, plain ...... 6. The above, interleaved for Attendances 7. Whole page for each day, ruled, with or without money columns .... ...... 8. The above, interleaved for Attendances 9. Three days on a page, ruled blue lines, without money columns . . ....... The Diary, printed on JOYNSOJTS paper of superior quality, coiitains memoranda of Legal Business throuf/hout the Year. The Lawyer's Companion for 1879, edited by JOHN THOMPSON, of the Inner Temple, Esq., Barrister-at-Law; and contains a Digest of Kecent Cases on Costs ; Monthly Diary of County, Local Government, and Parish Business ; Oaths in Supreme Court; Summary of Legislation of 1878 ; Alphabetical Index to the Practical Statutes ; a Copious Table of Stamp Duties ; Legal Time, Interest, Discount, Income, Wages and other Tables; Probate, Legacy and Succession Duties ; and a variety of matters of practical utility. " A publication which has long ago secured to itself the favour of the profession, and hich, as heretofore, justifies by its contents the title assumed by it." — Laio Journal. " Contains all the information which could be loolied for in such a woik, and gives it a most convenient form and very completely. We may unhesitatingly recommend the jrk to our readers." — Solicitors' Journal. " The ' Lawyer's Companion and Diary ' is a book that ought to be in the possession of ery lawyer, and of every mau of business." "The ' Lawyer's Companion' is, indeed, what it is called, for it combines everything 4uired for reference in the lawyer's office." — Laic Times. ilCTIONARY — Wharton's Law Lexicon.— A Dictionary of Jurisprudence, explaining the Technical Words and Phrases employed in the several Departments of English Law ; including the various Legal Terms used in Commercial Transactions. Together with an Explanatory as well as Literal Translation of the Latin Maxims contained in the Writings of the Ancient and Modern Commentators. Sixth Edition. Enlarged and revised in accordance with the Judicature Acts, by J. SHIRESS WILL, of the Middle Temple, Esq., Barrister-at-Law. Super royal 8 vo. 1876. 21.23. " As a work of reference for the library, the handsome and elaborate edition cf Vharton's Law Lexicon ' which Mr. Shiress Will has produced, must supersede all lurmer lies of that weU-known work.'' — Laio Magazine and Review, August, ISTtt. " No law library is complete without a law dictionary or law lexicon. To the pracfi- iner it is always uspful to have at hand a book where, in a smiUl compass, he can find explanation of terms of iutrequent occurrence, or obtain a reference to statutes on 5st sutijects, or to books wherein particular subjects are treated of at full length. To the ident it is almost indispensable." — Laic Tunes. * All standard Laiv Works are kept in Stock, in law calf and other bindinr's. B -^ 12 STEVENS AND SONS' LAW PUBLICATIONS. DIGESTS Bedford.— Ftc/e " Examination Guides." Chaniber's — Vide " Public Health." Chitty's Equity Index. — Chitty's Index to all the Reportec Cases, and Statutes, in or relating to the Principles, Pleading, anc Practice of Equity and Bankruptcy, in the several Courts of Equity' in England and Ireland, the Privy Council, and the House of Lords from the earliest period. Third Edition. By J. MACAULAY Esq., Barrister-at-Law. 4 vols. Poyal 8vo. 1853. 71. 7s Fisher's Digest of the Reported Cases deter- mined in the House of Lords and Privy Council, and in th* Courts of Common Law, Divorce, Probate, Admiralty and Bank ruptcy, from Michaelmas Term, 1756, to Hilary Term, 1870 with References to the Statutes and Rules of Court. Founded oi the Analytical Digest by Harrison, and adapted to the presen practice of the Law. By R. A. EISHER, Esq., Judge of th' County Courts of Bristol and of Wells. Five large volumes, roya 8vo. 1870. 121. 12i (Continued Annually.) " Mr. Fisber's Digest is a wonderful work. It is a miracle of human industry."— 3ft Jv slice Willes. " I think it would be very difficult to improve upon Mr. Fisher's 'Common Lax Digest.' " — Sir James Fitzjames Stephen, Q.C., on Codification. Leake. — Vide "Real Property" and "Contracts." Notanda Digest in Law, Equity, Bankruptcy Admiralty, Divorce, aiid Probate Cases. — B" H. TUDOR BODDAM, of the Inner Temple, and HARRl GREENWOOD, of Lincoln's Inn, Esqrs., Barristers-at-Law. Th Notanda Digest, from the commencement, October, 1862, t December, 1876. In 1 volume, half -bound. Het, 3i. 8. Ditto, in 2 volumes, half-bound. Net, Zl. 10. Ditto, Third Series, 1873 to 1876 inclusive, half-bound. Net, II. Us. 6c Ditto, Fourth Series, for 1877, with Indexes, in 1 volume. Net, II. 1. Ditto, ditto, for 1878, Plain Cojjy and Two Indexes, or Adhesive Cop for insertion in Text-Books. Annual Subscription, payable i advance. Net, 21. *^* The numbers are issued regularly every alternate niontl Each number will contain a conci.se analysis of every case rcporte in the Law lieports, Lmv Juuriial, Weikhj Reporter, Law Times, an the Irish Law Reports, up to and int^luding the cases contained in th parts for the cm rent month, witli reference.-; to Text-books. Statute* and the Law j;e|>orts Consoliduled Digest. An alphaijetioa INDEX o( the sulijccts contained in kach numbku will form a ne' fcMture in this scries. Pollock. — Vide " Partnership." Roscoe's. — r/(/e " Criminal Law " and " Nisi Prius." DISCOVERY.— Hare's Treatise on the Discovery o Evidence. — Second Edition. Adapted to the Procedure in tb High CJourt of .Justice, with Addenda, cdiitaining all the Reporter Cases to the end of 1876. By SHERLOCK HARE, Barrister-al Law. Post 8vo. 1877. 12, "Tho booU in a iisfful coiitrihution to our text-books on prarliop," — Solicitors' Joiirna " We h.ivo ro.'i'l Iih work with omihiilfrnlili! nttriitiim an 1 iutcrcHt, a-id wo can Hpeak I tnrins of C'pliil praiHe of tlio rnannur ill winch tlio new procediirn has boon worked iilt the old niatcri il. . . , All tho suctions and orders of the new loxixlation are nferre to in the Inxt, :i »ynopMis of recent cases is glveu, aud a good Index completes tb volume." — L<'W Tniitu, Seton.— Fi'/c "Equity." *^* All standard Law Woikt are kept in Stock, in law ca^ and other bindingt )l' ELE ENC 119, CHANCERY LANE, LONDON, W.C. 13 ))IVORCE.— Browne's Treatise on the Principles and Practice of the Court for Divorce and Matrimonial Causes:— With the Statutes, liules. Fees, and Forms relating thereto. Third Edition. By GEOllGE BROWNE, p]sq., B.A., of the Inner Temple, Barrister-at-Law, Recorder of Ludlow. 8vo. 1876. 1^. 4s. " We thinl; this Edition of Mr. Browne's Treatise has been edited with comraend:ible are. Tlie book, as it now stands, is a clear, practical, Jind, so far as we have been able to !St it, accurate exposiiinu of divorce lawaud procedure."— Sortci covery and Production; Injunctions; Stop Orders and Charging Orders; Ne Ext< Attaelimeut of Debts; Transfer and Cuusolidatiou of Actions; Prohibition Patents Intel pleader ; Issues; Referees and Arbitration Receivers ; Trustees (including Tnistee Act); Charities; Oiders affecting Solicitors; and Taxation of Bills of Costs, Ac. &c. " Cannot fail to commend itself to practitioners. Nothing need be said as to th value ot the work, which is one of settled authority, and we hiive only to congratulat the profession \ipon the fact that this edition comes out under circumstances peculiarl; calculated to enhance its value." — Law Times, February 24, 1877. " The impression derived from our perusal of the buok is that it represents the resul of conscientious and intelligent labour on the part of the editors, and we think it deserves aud will obtain, the confidence of the profession." — Solicitois' Journal, April 7, 1877. ( Vol. II. hi the press. Smith's Manual of Equity Jurisprudence.- A ISr.anu.al of Equity Jurisprudence for Practitioners and Students founded on the Works of Story, Spence, and other writers, and oi more than a thousand suhseqiient cases, comprising the Fundamenta Principles and the points of Equity usually occurring in Genera Practice. By JOSIAH W. SMITH, B.C.L., Q.C., Judge of Count' Courts. Twelfth Kdition. 12mo. 1878. 12«. 6a "To sum up all in a word, for the student and the jurisconsult, the Manual is the neares approach to an equity code that the present literature of tho law is able to furnish "- Lai Timet. " It will be found aa useful to the practitioner as to the student." — Solicilort' Journal " Mr. Smith's Manual has fairly won for itself the position of a standard work." — Juritt " It retains and that deservedly, the reverence of both examiners and students,"— Dr. Rollit'.s Lecture on a Course of lieadinti. "There is no disguising the truth ; tho propjr mode to use this book is to learu its page by heart." — Law Magozine and Review. Smith's (Sidney) Principles of Equity.— 8vo. 1856 1/. 6j EVIDENCE.— Arch bold.— Ftrfc " Criminal." Hare. — Vkk " Discovery." Roscoe. — Vide " Crimin.il. " Roscoe. — Vide " Nisi Priti-s." EXAMINATION GUIDES— Bedford's Guide to the Preli minary Examination for Solicitors. — Fourtl Edition. r2mo. 1874. Act, 3« Bedford's Digest of the Preliminary Examina- tion Questions on j'higlish and Latin, Gr.ammar, Geography History, I'Vcnch Grammar, and Arithmetic, with tlie AiiHwern Svo. 1875. 18* Bedford's Preliminary Guide to Latin Gram- mar.— 12mo. 1872. Nct,Zs. Bedford's Intermediate Examination Guide tc Bookkeeping. — Second lOdition. 12mo. 1875. Net,2s.6d Bedford's Final Examination Guide to Bank- ruptcy. —Tliinl Edition. r2mo. 1877. 6» *,* All stftiulard Lmr War la art keptin Sforl; in IdW calf and olhci- bindinyt 119, CHANCERY LANE, LONDON, W.C. 15 •XAMINATION Q\J\DES -Continued. Bedford's Outline of an Action in the Chan- cery Division. 12mo. 1878. Net, 2s. 6d. Bedford's Guide to Stephen's New Commen- taries on the Laws of England. — Seventh Edition. By QUESTION AND ANSWER. Demy 8vo. 1878. (Nearly ready.) 12s. The following are published the day after each Examination : — Bedford's Preliminary. — ^Containing the Questions and Answers of the Preliminary Examinations. Edited by E. H. BEDFORD, Solicitor. Sewed. Net, Is. Bedford's Intermediate. — Containing the Questions and Answers at the Intermediate Examinations. Edited by E. H. BEDFORD, Solicitor. Trinity Term. 1878. No. 39. Sewed. Net, Is. "*«* Nos. 1 to 34. 6d. each. Nos. 35—38. Is. each. Bedford's Final. —Containing the Questions and Answers at the Final Examinations. Edited by E. H. BEDFORD, Solicitor. 'L'rinity Term. 1878. No. 38. Sewed. Net, Is. *,* Nos. 1 to 33. 6d. each. Nos. 34—37. Is. each. Butlin.— FicZe "Articled Clerks." Head.— Vide "Statutes." Lynch and Smith. — Vide "Judicature Acts." Rubinstein and Ward. — FicZe " Articled Clerks." EEXECUTORS.— Williams' La^^^ of Executors and Ad- ministrators. — A Treatise on the Law of Executors and Administrators. By the Rt. Hon. Sir EDWARD VAUGHAN WILLIA.MS, late one of the Judges of Her Majesty's Court of Common Pleas. Eighth Edition. By WALTER VAUGHAN WILLIAMS and ROLAND VAUGHAN WILLIAMS, Esqrs., Barristers at-Law. 2 vols. Royal 8vo. (In the press.) :£XECUTORY DEVISES. — Fearne. — Vide " Contingent Remainders." FACTORY ACTS.— Notcutt's Factory and Workshop ActS.^For the regulation of Labour in Factories and Work- shops, with Introduction, Explanatory Notes, and Notes of decided cases. By GEORGE JARVIS NOTCUTT, of the Middle Temple, Esq., Barrister-at-Law. 12mo. 1874. 9s. FARM, LAW OF. — Addison ; Cooke. — Vide "Agricultural Law." Dixon's Law of the Farnn — A Treatise on the Law of the Farm. Fourth Edition. By HENRY PERKINS, of the Inner Temple, Esq., Barrister-at-Law. (In the press.) FIXTURES. -Amos and Ferard on Fixtures.— Second Edition. Royal 8vo. 1847. 16s. Woodfall. — See " Landlord and Tenant." FORMS — Chitty's Forms. Eleventh Edition. By THOS. CHITTY and THOS. WILLES CHITTY, Esqrs. (In preparation.) Moore's Solicitor's Book of Practical Forms.— 12mo. 1852. 7*. 6d. *J* All standard Laio Works are kept in Stock, in law calf and other bindings. 16 STEVENS AND SONS' LAW PUBLICATIONS. FORMS. —(Continued. |NTE Daniell's Forms and Precedents of Proceed- ings in the Chancery Division of the High Court of Justice and on. Appeal therefponn; with Practical Notes and Observations, forming a complete guide to the Practice of the Chancery Division of the High Court and of the Courts of Appeal. Being the Third Edition of " Daniell's Chancery Forms," By WILLIAM HENRY UPJOHN, Esq , Student and Holt Scholar of Gray's Inn. {Xearh/ ready.) HIGHWAYS -Batennan's General Highway Acts.— Second Edition. With a Supplement containing the Highway Act of 1864, &c. With Notes by C. MANLEY SMITH, Esq., one of the Masters of the Queen's Bench. 12mo. 186.5. 10s. 6d. Chambers' La^A^ relating to High^A^ays and Bridges, being the Statutes in full and brief Notes of 700 Leading Cases; to which is added the Law relating to the Lighting of Rural Parishes under the Lighting Act, 1833. By GEO. F. CHAMBERS, Esq., Barrister-at-Law. Imperial Svo. 1878. IBs. Shelford's Law of Highways. — The Law of Highways ; including the General Highway Acts for England and Wales, and other Statutes, with copious Notes of the Decisions thereon ; with Forms. Third Edition. With Supplement by C. MANLEY SMITH, Esq., one of the Masters of the Queen's Bench. 12mo. 1865. Ut.-h *^* The Supplement may be had separately, price 3«. sewed. INCLOSURES.— FicZc "Commons." INDIAN LAW — Montriou; the Hindu Will of BengalJfJ; With an Introductory Essay, &c. Royal Svo. 1870. Net, 11. 10s. Norton's Leading Cases on the Hindu Law ol Inheritance.— 2 vols. Royal 8vo. 1870-71. Net, 21. lOs. INFANTS.— Ebsworth's Law of Infants.— A Handy Book of the Law of Infants. By JOHN EBS WORTH, Esq., SoUcitor; 12nio. 1861. 3«.- INJUNCTIONS.— Seton.— FiWc " Equity." INSURANCE.— Arnould on the La\^^ of Marine Insu- rance.— Fifth Edition. P.y ]:)AVID MACLAC]IT>AN, Esq., Barrister-at-Law. 2 vols. Royal Svo. 1877. 3/. " As a text book, ' Arnould ' is now all the i)ractlti(m(*r c.iii wnnt, ami we conRiatulHte tlie editor upon the skill with wliith he hasincorjioiatcd the iic>» decisions."— /,«i« Timet, Oct. hth, 1S77. Hopkins' Manual of Marine Insurance.— 8vo. 1867. 18«. Lowndes. — Vide "Average." INTERNATIONAL LAW-- Amos' Lectures on Inter- national Law. — Deliv(n.'ondon. RoyalSvo. 1874. 10.').6rf. Kent's International Law. — Kent's Coimnentary on Tntcniation.-d Law. Ivlitid by J. T. ABDY, LL. I ).. .ludge of (bounty Courts. Second JCdition. Revised and Itrouglit down to th«! present time. ('rownHvo. 1878. KLs. 6rZ. "Dr. Aliiiy has doTie all Jjiw Stiidenta a Kieat wervico in prcsentinj? that poitloii of Kent'ft Coniinintaiii'H which relates to public international Law in a Hinjfle volume, iieiihor l.iii:c, diffuse, nor expensive." " Alloijcther Dr. Abdy hao performed hi.H task in a manner worthy of hia reputation. His book will be iipeful not only tn I/awyer:( and Law MtuURISPRUDENCE.--Amos, Law as a Science and as an Art.— An Introductory Lecture delivered at University College at the commencement of the session 1874-5. By SHELDON AMOS, Esq., M.A., Barrister-at-Law. 8vo. 1874. Net, Is. 6d. Phillimot e's (J. G.) Jurisprudence.— An Inaugural Lecture on Jurisprudence, and a Lecture on Canon Law, ilelivered at the Hall of the Inner Temple, Hilary Term, 1S51. By J. G. PHILLIMORE, Esq., Q.C. 8vo. 1851. Sewed. 3s. 6d. USTICE OF THE PEACE.— Burn's Justice of the Peace and Parish Officer. — Kdited by the following Barristers, under the General Superintendence' of JOHN BLOSSETT MAULE, Esq., Q.C, Recorder of Lfeeds. The Thirtieth Edition. Vol. I. containing titles " Abatement " to " Dwellings for Artisans;" by THOS. SIRRELL PRITCHARD, of the Inner Temple, Esq., Recorder of Wenlock. Vol. II. containing titles " Easter Offering " to "Hundred ;" by SAME. BOTELER BRISTOWE, Q.C, M.P., of the Inner Temple, Esq. Vol. III. containing titles " Indictment " to "Promissory Notes ;" by LEWIS W. CAVE, Q.C, of the Inner Temple, Esq., Recorder of Lincoln. Vol. IV. containing the whole title " Poor ;" by JAMES ED WD. DAVIS, Esq., Stipendiary Magistrate for Stoke-upon-Trent. (Sold separately, price \l. lis. Qd.) Vol. V. containing titles "Quo Wan-anto" to "Wreck;" by JOHN BLOSSETT MAULE, Esq., Q.C, Recorder of Leeds. Five vols. 8vo. 1869. 71. 7s. All standard Law Works arc kept in Stock, in law calf and other bindiw/s. 20 STEVENS AND SONS' LAW PUBLICATIONS. JUSTICE OF THE PEACE-Co'^tinucd. Paley. — Vide "Convictions." Stone's Practice for Justices of the Peace, Justices Clerks and Solicitors at Petty and Special Sessions, in Snnnnar Matters and Indictable Offences, with a List of Sunimar}' Convic tions and of Matters not Criminal. With Forms. Eii,'bth Editior By THOMAS SIREELL PRITCHAED, of the Inner Tempi. Esq., Barrister-at-Law, Recorder of Wenlock. In 1 vol. Demy 8v( 1877. 1/. 10; "The design of the present Edition has been developed with a view to offer to Magii trates and Practitioners, in one vohime of moderate size, a complete general account < the Procedure at Petty Sessions in Summary Matters and Indictable Offences, in such i\i consecutive form, according to the usual order of events as to render easily attainabf information on any point of procedure as it may arise at any g^ven period of the pre ceedings. '' — Extract from Preface. "Justices of the Peace and Prafctitioners at Petty and Special Sessions who wigh t have a handy volume by their side for ready refeience, will find this new edition c Stone's Practice very convenient and useful." — Lata Magazine^ May, 1878. "In clearness of exposition, in choice of matter, and, above all, in orderliness o arrangement, ihe book leaves little to be desired The book, as a whole, 1 thoroughly satisfactory, and, having gone carefully through it, we can recommend i ■with confidence to the numerous bodj of our readers who are daily interested in th subjects to which it relates." — Solicitors' Journal, December 8tb, 1877. JUSTINIAN, INSTITUTES OF. -Cumin.— Vide "Civil Law." Greene. — Vide "Roman Law." Mears. — Vide "Roman Law." Voet. — Vide "Civil Law." LAND DRAINAGE.— Thring's Land Drainage Act.— Witl an Introduction, Practical Notes, an Appendix of Statutes relatini to Drainage, and Forms. By THEODORE THRING, Esq. Barrister-at-Law. 12mo. 1861. 7{ LAND TAX — Bourdin's Land Tax. — An Exposition of tb Land Tax ; its Assessment and Collection, with a statement of th^ risfhts conferred by the Redemption Acts. By MARK A. PjOUR DlN, of the Inland Revenue Office, Somerset House (late Registra of Ivand Tax). Second Edition. Crown 8vo. 1870. 4» LANDLORD AND TENANT.— Woodfall's Law of Landlorc and Tenant. — A Practical Treatise on the L.aw of Landlorc and Tenant, with a full Collection of Precedents .and Forma o Procedure. Eleventh ]<>dition. Containing an Abstract of Ijoadiof Propositions, and Tables of certain Customs of the Country. B] .1. M. IjVAjYy of the Inner Temple, Esij., Barrister-at-liaw. Roya 8v(). 1877. II. 16» LAW, GUIDE TO.— A Guide to the Law for Genera Use. By a I'.arrister. 'J'weuty first Eawyer8 having English Agents, Metropolit.an am Stijiendiary Magistrates, li.aw Agents, Law and Puldic Ollicers Circuits of tlic .[udges and Cotnisel attending (Circuit .and S^s.^ions liist iif Slitrilfs and Agents, liondon Ci)nimiHsioners to Adniinistei *,*AU standard Laiv Works arc kcplin ISlock, inlaw mlf andothcr hindimts EA 119, CHANCERY LANE, LONDON, W.C. 21 AW L\ST —Continued. Oaths in the Supreme Court of Juflicature in England, Conveyan- cers Practising in England under Certificates obtained in Scotland, &c., &c., and a variety of other useful matters so far as relates to Special Pleaders, Draftsmen, Conveyancers, Solicitors, Proctors and Notaries. Compiled by WILLIAM HENRY COUSINS, of the Inland Revenue Office, Somerset House, Registrar of Stamped Cer- tificates, and of Joint Stock Companies. Published annually. By Authority. 1878. {Net cash 9s.) lOs. 6d. AW REPORTS. — A large Stock of second-hand Reports. Estimates on application. /AWYER'S COMPANION.— FtWe "Diary." EEADING CASES.— Haynes' Student's Leading Cases. Being some of the Principal Decisions of the Courts in Constitutional Law, Common Law, Conveyancing and Equity, Probate, Divorce, Bankruptcy, and Criminal Law. With Notes for tlie use of Students. By JOHN F. HAYNES, LL.D., Author of "The Student's Statutes." Demy 8vo. 1878. 16s. " Will prove of great utility, not only to Stu'^e'its, b'lt Practitioners. The Notes are ;ar, poiuted and couciso. "— Zaw Ji,,ies. Auguat ITtli, 1878. iEXICON.— Fic/e "Dictionary." IICENSING.— Lely and Foulkes' Licensing Acts, 1828, 1869, 1872, and 1874; Containing the Law of the Sale pf Liquors by Retail and the Management of Licensed Houses ; with Notes to the Acts, a Summary of the Law, and an Appendix of Forms. Second Edition. By J. M. LELY and W. D. I FOULKES, Esqrs., Barristers-at-Law. Royal 12mo. 1874. 8s " Messrs. Lely and Foulkes' plan is to print in full the principal Acts, and to inter- olate between the sections of each of the.se st/itutes all subsidiary enactments, distin- iiishinK them by brackets and marginal nutes These notes are usually fusible and to the point and give evidence both of care and knowledge of the subject. -Solicitors' Journal. -lEN.— Cross' Treatise on the Law of Lien and Stoppage in Transitu.— 8vo. 1840. 15.'. .IFE ASSURANCE.— Scratchleys Decisions in Life As- surance Law, collated alphabetically according to the point involved ; with the Statutes. Revised Edition. By ARTHUR SCRATCHLEY, M.A., Barrister-at-Law. Demy Svo. 1878. 5s. .IGHTS— Woolrych's Practical Treatise on the Law of Window Lights. — Second Edition. 12mo. 1864. 6s. -.OCAL GOVERNMENT.- -F/rfc "Public Health." -UNACY. — Elmer's Practice iii Lunacy.— The Practice in Lunacy under Commissions and Inquisitions, with Notes of Cases and Recent Decisions, the Statutes and General Orders, Forms and Costs of Proceedings in Lunacy, an Index and Schedule of Ca.ses. Sixth Edition. By JOSEPH 1 ELMER, of the Office of the Masters in Lunacy. 8vo. 1877. 21s. VIAGISTERIAL LAW.— Burn.— FWe " Justice of Peace." Leeniing and Cross. — Vide " Quarter Sessions.' Paley. — Vide "Convictions." Pritchard. — Vide " Quarter Sessions." Stone. — Vide " Petty Sessions." * All standard Laio Works are kept i7i StocJc, in law calf and other bindings. 22 STEVENS AND SONS' LAW PUBLICATIONS. ISI k MAINTENANCE AND CHAMPERTY. — Tapp on Main tenance and Channperty. — An Inquiry into the presen state of the Law of Maintenance and Champerty, principally a affecting Contracts. By WM. JOHN TAPP, of Lincoln's Inn, Esq, Barrister-at-Law. 12mo. 186L 4s. 6c MANDAMUS. — Tapping on Mandainus. — The Law an Practice of the High Prerogative Writ of Mandamus as it obtah) both in England and Ireland. Royal 8vo. 1848. 1/. li.i»;i MARINE INSURANCE — Fide " Insurance." I MARTIAL LAW.— Finlason's Treatise on Martial Law f, as allowed by the Law of England in time of Rebellion ; wit Practical Illustrations drawn from the OfHcial Documents in th Jamaica Case, and the Evidence taken by the Royal Commission o Enquiry, with Comments Constitutional and Legal. By W. E EINLASON, Esq., Barrister-at-Law. 8vo. 1866. 12s. MERCANTILE LAW.— Boyd.— FitZe "Shipping." Russell. — Vide "Agency." Smith's Mercantile Law. — A Compendium of Mercantil Law. By the late JOHN WILLIAM SMITH, Esq. Nintl Edition. By G. M. DOWDESWELL, of the Inner Temple, Esq. one of Her Majesty's Counsel. Royal 8vo. 1877. 1/. 18s "We can safely say that, to the practisirg Solicitor, few books will bo found mor> useful than the ninth edition of ' Smith's Mercantile law."'— Zou) Micjazlne, Nov. 1877- Tudor's Selection of Leading Cases on Mercan- tile and Maritime La^A^.— With Notes. By O.D. TUDOR q Esq., Barrister-at-Law. Second Edition. Royal 8vo. 1868. 11. 18s METROPOLIS BUILDING ACTS — Woolrych's Metropolis Building Acts, together with such Clauses of the ^Metropolis Management Acts, 1855 and 1862, and other Acts, .as more par- ticularly relate to the Buildings Acts, with Notes, Explanatory ol the Sections and of the Architectural Terms contained therein. Second Edition. By NOEL H. PATERSON, M.A., of the Middlt Temple, Esq., Barrister-at-Law. 12mo. ls77. 8s. Gd MINES.— Rogers' Law relating to Mines, Minerals, and Quarries in Great Britain and Ireland: with a Summary of the I.,aws of Foreign States and Practical Directions for obtaining Oovenmient Grants to work Foreign MineF, Second I'^lition JOnlarged. By ARUNDEL ROGERS, Esq., Bar- rister-at-Law. 8vo. 1876. 1/. lis. 6rf. " Most comi>rcheusive and complete."— iaio Times, June 17, 1876. *' Allhouifh issued as a Second ICdition, the work nppeuts to have been almost entirely re-wnttcn and very much iuiproveil. . . . The volume will prove invuluable aa ft W(.rk of legal reference."— TAt Mining Journal, May 13, 1870. MORTGAGE.— Coote's Treatise on the Law of Mort- gage. — Tliird Edition. Royal Svo. 1850. Net, 11. MORTMAIN.— Rawlinson's Notes on the Mortmain Acts ; shewiiig their Djieration on (iifts. Devises and Bciiuests for C'haritalile Lj^ch. Designed for the ITse of Solicitors in Atak in terms of the hi,;hest praise. The iguage is simple, concise, and clear; and the general projiosinous may bear comparison ;h those of Sir James .Sttphtn." — Law Magazine, February, 1878. ' Mr. Pollock's work appears eminently satisfactory . . . tlie book is praiseworthy design, schola.ly and complete in execution." — Saturday Revieiv, May 5, 1877. ' A few more books written as carefully as the ' Dis/est of the Law of Partnership,' will, haps, remo\e some drawbacks, and render English law a iileasanter and easier subject siudy than it is at present." — 2'he Examiner, March 31, 1877. * All standard Law Works are kept in Stock, in law calf and other bindings. 24 STEVENS AND SONS' LAW PUBLICATIONS. PATENTS. — Hiiidmarch's Treatise on the Law rela ting to Patents.— 8vo. 1846. II. 1 Thompson's Handbook of Patent Law of al Countries.— Third Edition, revised. By WM. P. THOMPSON C.E., Head of the International Patent Office, Liverpool. 12iin 1878. 2s. 6( PERSONAL PROPERTY. — Smith's Real and Personstli Property. — A Compendium of the Law of Real and Person! Property Primarily Connected with Conveyancing ; Designed as Second Book for Students, and as a Digest of the most usefv Learning for Practitioners. By JOSIAH W. SMITH, B.C.L Q.C., Judge of County Courts. Fifth Edition. 2 vols. Demy 8v< 1877. 21. 2i. PETITIONS.— Palmer. — Vide " Conveyancing." PETTY SESSIONS.— Stone's Practice for Justices o the Peace, Justices' Clerks and Solicitors at Petty and Specia Sessions, in Summary Matters and Indictable Offences, with a Lis of Summary Convictions and of Matters not Criminal. With Forms Eighth Edition. By THOMAS SIRRELL PRITCHARD, o the Inner Temple, Esq., Barrister-at-Law, Recorder of Wenlock In 1 vol. Demy 8vo. 1877. 1/. IQi "Justices of the Peace and Practitioners at Petty and Special Sessions who wish ti have a handy volume by tljeir side for ii'sdy reference, will find this new edition c ' Stone's Practice ' very convenient and nseful." — Law Magazine, May, 1878. "In clearness of exposition, in choice of matter, and, above all, in orderliness o arrangement, the book leaves little to be desired The book, as a whole, i thoroughly satisfactory, and, having gone carefully throngh it, we can recommend i with confidence to the numerous hcidy of our readers who are daily interested in thi subjects to which it relates."- Solicitors' Journal, December 8th, 1877. PLEADING.— Archbold.— Fit/e " Criminal." POOR LAW.— Davis' Treatise on the Poor Laws.— Beini Vol. IV. of Burns' Justice of the Peace. Svo. 1869. M. lis. 6« POWERS. — Farwell on Powers. — A Concise Treatise oi Powers. By GEORGE FARWELL, B.A., of Lincoln's Inn, Esq. Barrister-at-Law. Svo. 1874. ll. Is " We recommend Mr. Farwell's book as containing within a small compass what wouli otherwise have to be sought out in the pages of liundreds of confusing reports." — The Lav PRECEDENTS. — Vide " Conveyancing." PRINCIPAL AND AGENT.—Petgrave's Principal and Agent. — A Manual of the Law of Principal and Agent. B' E. C. PETGRAVE, Solicitor. 12mo. 18r)7. 7s. 6d Petgrave's Code of the La^A^ of Principal anc Agent, with a Preface. By E. C. PETGRAVE, Solicitor Demy 12mo. 1876. Art, sewed, 2.« PRIVY COUNCIL. — Finlason's History, Constitution and Character of the Judicial Committee ol the Privy Council, considered as a Jtidicial 'J'ril)unal especially in Ecclcsiasticnl Cases, with sjiecial reference to tlio riglil and duty of its members to declare their opinions. By W. F. FINLASON, Barri.ster-at-Law. Demy Svo. 1878. in. Gd Lattey's Handy Book on the Practice and Pro- cedure iDefore the Privy Council.— By ROBERT THOMAS l-AT'JMCY, Attorney of the Court of Queen's Bench, and of the High Court of liingal; and Advocate of the Courts oi I5riti.sh Burmah. 12mo. 1869. 6», • • All standard Law Works are kept in Stock, in law calf and other bindings. 51 119, CHAJvJCEEY LANE LONDON, W.C. 25 fiOBATE. — Browne's Probate Practice: a Treatise on the Principles and Practice of the Court of Probate, in Contentious and Non-Contentious Business, with the Statutes, Rules, Fees, and Forms relating thereto. By GEORGE BROWNE, Esq., Barrister- at-Law, Recorder of Ludlow. 8vo. 1873. II. Is. " A cursory glance through Mr. Browne's work shows that it has been compiled with ore than ordinary care and intelligence. We should consult it with every coufidencp, (d consequently recommend it to those who require au instructor in Prubate Court prac- :«e.'' — Law Times. UBLIC HEALTH.— Chambers' Exhaustive Index to the Public Health Act, 187S ; with the full Text of the Act, and of most of the Incorporated Acts. By GEO. F. CHAMBERS, Esq., Barrister-at-Law. Imp. Bvo. 1877. 4s. Qd. Chambers' Digest of the Law relating to Public Health and Local Government. — With Notes of 1073 leading Cases. Various official documents ; precedents of By-laws and Regulations. The Statutes in full. A Table of Offences and Punishments, and a Copious Index. Seventh Edition, enlarged and revised, with Supplement containing newLocal Govern- ment Board By-Laws in full. Imperial 8vo. 1875-7. 28s. *»* The SrjppLEMENT may be had separately, price ^s. Chambei's' Popular Suminary of Public Health and Local Governnient Law. Imperial 8 vo. 1875. Net, Is. 6d. FitzGerald's Public Health and Rivers Pol- lution Prevention Acts. — The Law relating to Public Health and Local Government, as contained in the Public Health Act, 1875, with Introduction and Notes, showing all the alterations in the ExistingLaw,with reference to the Cases, &c.; together with a Sup- plement containing "The Rivers Pollution Prevention Act, 1876." With Explanatory Introduction, Notes, Cases, and Index. By G. A. R. FITZGERALD, Esq., Barrister-at-Law. Royal 8vo. 1876. , 1^. Is. " A copious and well-executed analytical index completes the work which we can infideutly recommend to the officera atid members of sanitary authorities, and all terested in the subject matter ot the new Ax,t.''—Lau3 Magazine and Review, February, 77. "Mr. FitzGerald comes forward with a special qualification for the task, for he was nployed by the Government in the preparation of the Act of 1875; and, as he himself lys, has necoRSiirily, for some time past, devoted attention to the law relating to public jalthand local governmfnt." — Law Journal, April 22, 1876. UBLIC MEETINGS.— Chambers' Handbook for Public Meetings, including Hints as to the Summoning and Manage- ment of them ; and as to the Duties of Chairmen, Clerks, Secretaries, and other Officials; Rules of Debate, &c., to which is added a Digest of Reported Cases. By GEORGE F. CHAMBERS, Esq., Bar- rister-at-Law. 12mo. 1878. Net, 2s. 6d JUARTER SESSIONS.— Leeming & Cross's General and Quarter Sessions of tlie Peace.— Thejr Jurisdiction and Practice in other than Criminal matters. Second Edition. By HORATIO LLOYD, Esq., Recorder of Chester, Judge of County Courts, and Deputy-Chairman of Quarter Sessions, and H. F. THURLOW, of the Inner Temple, Esq., Barrister-at-Law. 8vo, 1876. \l. Is. " The present editors appear to have taken the utmost pains to make the volume com- lote, and, from our examiiihtiou of it, we can thoroughly recommend it to all interested 1 tne practice of quarter sessions." — Law Times, ilarch 18, 1876. All standard Law Woi^hs are kept in Stock, in law calf and other bindings 26 STEVENS AND SONS' LAW PUBLICATIONS. ,0 QUARTER SESSIONS.-Con«"ued. Pritchard's Quarter Sessions. — The Jurisdiction, Prac tice and Procedure of the Quarter Sessions in Criminal, Ci\al, an Appellate Matters. By THOS. SIRRELL PRITCHARD, of th Inner Temple, Esq., Barrister-at-Law, Recorder of Wenlock, 8v( 1875. 2?. 2. "We can confidently say that it is written throughout with clearness and intelli^eoc' |r and that both in legislation and in case law it is carefully brought down to the mo; " recent date.'' — SoHcitors' Journal. RAILWAYS.— Browne.— FiifZe " Carriers." Lely's Railway, and Canal Traffic Act, 1873.- And other Railway and Canal Statutes ; with the General Order Forms, and Table of Fees. By J. M. LELY,Esq. Post 8vo. 1873. 8. RATES AND RATING. — Chamber's Law relating tc Rates and Rating ; with especial reference to the Power and Duties of Rate-levjnng Local Authorities, and their Officer' Being the Statutes in full and brief Notes of 550 Cases. B GEO. F. CHAMBERS, Esq., Barrister-at-Law. Imp. Svo. 187^ 12; REAL ESTATE.— Foster's Law of Joint Ownershij and Partition of Real Estate. By EDWARD JOHI FOSTER, M.A., late of Lincoln's Inn, Barrister-at-Law. Svc 1878. ■ 10s. 6d REAL PROPERTY.— Dart.— FiVie "Vendors and Purchasers." Greenwood's Recent Real Property Statutes Comprising those passed during the years 1874-1877 inclusive Consolidated with the Earlier Statutes thereby Amended. Wit Copious Notes. By HARRY GREENWOOD, M.A., Esq., Barris ter-at-Law, .Joint Editor of " Notanda." Demy Svo. 1878. 10.' Leake's Eleinentary Digest of the Law of Pro perty in Land. — Containing : Introduction. Part I. Th Sources of the Law.— Part II. Estates in Land. By STEPHEI MARTIN LEAKE, Barrister-at-Law. Svo. 1874. 1/. 2; *,* Tlie above forms a complelo Introduction to tho Study of the Law of Real Propert) Shearwood's Real Property. — A Concise Abridgmen of the Law of Real Property and an Introduction to Conveyancin!; Designed to facilitate the suliject for Students prep.aring fo Examination. By JOSEPH A. SHEARWOOD, of Lincoln's Inn Esf|., liarrister-.at-Law. Demy Svo. 1878. Ga. Ga Shelford's Real Property Statutes. — Eighth Edition By T. H. CAKSON, of Lincoln's Inn, Esq. 8vo. 1874. 1/. lO; Smith's Real and Personal Property. — A Com pendium of the Law of Real and I'ei-sonal Property, priniaril connected with Conveyancing. Designed as a second book fo Students, and as a digest of tho most useful learning for Pr.act; tioners. V,\' .lOSIAH W. SMITH, B.C.L., Q.C., Judge of Count Courts. Filtli Kditi(m. 2 vols. Demy Svo. 1877. 2/. 2.' " He ha« given to the studeut a book which ho may read over and over again witL proll and pleasure." -Law llinei. "Tho wfirk before us will, wo think, bo found of very great service to tho practitioner. — SvUritort' J'Urnnl. RECEIVERS.— Seton.— Fwic " Equity." REGISTRATION. Browne's(G.Lathom)Parliamentar5 find Municipal Registration Act, 1878 (41 & 4; Vict, cap, 26); witli an Introduction, Notes, and Additiona Forms, By G. LATI I ( )M B R( J WN E, of the Middle Temple, Esq. Barrister-at-Law. 12mo. 1878. f>K. Gd *,* All ttandard Law Works are kej^t in Stock, in laiv calf and other bindings ii >l 119, CHANCERY LANE, LONDON, W.C. 27 Rogers. — Vide " Elections." EGISTRATION CASES.— Hop wood and Coltman's Registration Cases.— Vol. L(18G8-1872). Nct,2l.lSs. Calf. Vol. IL PartL (1873). Net, 10s.; Part IL (1874). lYct, 10s. 6d.; Part TIL (1875). Net, 4s. Gd.; Part. IV. (187C). Net, 4s. Part V. (1877). Net, 3s. ; Part VI. (1878). Net, 5s. M. sewed. ^[EPORTS. — A large Stock of second-hand Reports. Estimates on application. IVERS POLLUTION PREVENTION.— FitzGerald's Rivers Pollution Prevention Act,J.875.— With Explanatory Introduction, Notes, Cases, and Index. Royal 8vo. 1876. 3s. 6d. "A well-timed addition to the author's previous work on Sanitary Law." — Law 'agazine, February, 1877. OMAN LAW.— Cumin.— Fj(ie"CivU." Greene's Outlines of Roman Law.— Consisting chiefly of an Analysis and Summary of the Institutes. For the use of Students. By T. WHITCOMBE GREENE, B.C.L., of Lincoln's Inn, Barrister-at-Law. Third Edition. Foolscap 8vo. 1875. 7s. 6d. Mears' Student's Ortolan.— An Analysis of M. Ortolan's Institutes of Justinian, including the History and Generalization of Roman Law. By T. LAMBERT MEARS, M.A., LL.D. Lond., of the Inner Temple, Barrister-at-Law. Puhlishedby permission of the late M. Ortolan. PostSvo. 1876. 12s. 6d. "The work has been well and faithfully executed. . . Both students and their iacliers are at the mercy of examiners, and this book will very probably be found seful by all parties." — Athenceum. " Ur. Mears has made hisedition27«;editionjjare.rccne?ic(; of that great French writer." — •/,s7i Laii< Ti)iies. ■AUNDERS' REPORTS.— Williams' (Sir E. V.) Notes to Saunders' Reports. — By the late Serjeant WILLIAMS. Continued to the present time by the Right Hon. Sir EDWARD VAUGHAN WILLIAMS. 2 vols. Royal 8vo. 1871. 21. 10s. ETTLEO ESTATES.— Middleton's Settled Estates Act, 1877, with Introduction, Notes and Forms, and Summary of Practice, by JAMES W. MIDDLETON, B.A., of Lincohi's Inn, Barrister-at- Law. 12mo. 1878. 3s. 6d. "The book is a well-timed and useful manual of the Act."— Soticiiors' Journal. HIPPING, and vide " Admiralty." Boyd's Merchant Shipping Laws; being a Consolida- tion of all the Merchant Shipping and Passenger Acts from 1854 to 1876, inclusive ; with Notes of all the leading English and American Cases on the subjects affected by Legislation, and an Appendix containing the New Rules issued in October, 1876 ; forming a com- plete Treatise on Maritime Law. By A. C. BOYD, LL.B., of the Inner Temple, Esq., Barrister-at-Law, and JNIidland Circuit. 8vo. 1876. 1?, 5s. " Mr. Boyd confines himself to short, and as far as we can judge, correct statements ot le effect of actual decisions." — Solicitors' Journal. January 20, 1S77. "The great desideratum is obviously a good index, and this Mr. Boyd has taken par- cular care to supply. We can recommend the work as a very useful compendium of lipping law." — Law Times, December 30, 1876. OLICITORS.— Cordery's Law relating to Solicitors of the Supreme Court of Judicature.— With an Appendix of Statutes and Rules. By A. CORDERY, of the Inner Temple, Esq., Barrister-at-Law. Demy 8vo. 1878. 14s. " Mr. Cordery writes tersley and clearly, and displays iu general great industry and ire iu the collection oi ca,se%."— Sol icttors' Journal. '■ The chapters on liability of solicitors and on lien may be selected as two of the best I the book." — Law Jounud. ^^* All standard Law Woj-ks are kept in Stock, in laiv calf and other bindings. 28 STEVENS AND SONS' LAW PUBLICATIONS. STAMP LAWS.— Tilsley's Stamp Laws.— A Treatise on tt Stamp Laws, being an Analytical Digest of all the Statutes an Cases relating to Stamp Duties, with practical remarks thereoi Third Edition. With Tables of all the Stamp Duties payable i the United Kingdom after the 1st January, 1871, and of Formt Duties, &c, &c. By EDWARD HUGH TILSLEY, of the Inlan Revenue Office. 8vo. 1871. 18 STATUTES, and vide " Acts of Parliament." Biddle's Table of Statutes. — A Table of References 1 .unrepealed Public General Acts, arranged in the Alphabetical Ordf of their Short or Popular Titles. Second Edition, including Refei ences to all the Acts in Chitty's Collection of Statutes. Royal 8v( 1870. {Published at 9s. 6d.) Net, 2s. 6c Chitty's Collection of Statutes, ^A^ith Supple merits, to 1877. — A Collection of Statutes of Practical Utility with Notes thereon. The Third Edition, containing all the Statut' of Practical Utility in the Civil and Criminal Administration • Justice to the Present Time. By W. N. WELSBY and ED WAR: BEAVAN, Esqrs., Barristers-at-Law. In 4 very thick vols. Royi 8vo. 1865. ^ 121. 12 With Supplemental Volume to the above, comprising the Statuti 1865—72. By HORATIO LLOYD, Esq., Judge of Comity Court and Deputy-Chairman of Quarter Sessions for Cheshire. Togetht 6 vols. Royal 8vo. 1865—72. 15/. 16 Vol. II., Part L, 1873, 7s. 6d. Part IT., 1874, 65. Part III 1875, 16«. Part IV., 1876, 6s. Gd. Part V., 1877, 4s. 6d., sewed. *^* Continued Annually. " When he (Lord Campbell) was upon the Bench he always had this work by hin and no statutes were ever referred to by the Bar which lie could not find in it." Head's Statutes by Heart; being a System of Memori Technica, applied to Statutes, and embracing Common Law, Char eery. Bankruptcy, Criminal I^aw, Probate and Divorce, and Conve) ancing. By EREDERItJK WILLIAM HEAD, of the Innt Temple, Student-at-Law. Demy 8vo. 1877. Net, Is. 6c "PuIdHc General Statutes, royal 8vo, issued in parts and i comjdete volumes, and supplied innnediately on publication. *The Revised Edition of the Statutes, a.d. 1235 1868, prepared un(h;rthe direction of the Statute I^aw Committei published by the authority of Her Majesty's Government. In 1 vols. Imperial 8 vo. 1870-1878. 19/. t>s. Or sold separately. VoL 1. — Henry III. to J.auies II., 2.— Will. & Mary to 10 Geo. IIL, 3.-11 Geo. IIL to 41 Geo. Ill , 4.— 41 Geo. III. to r.l (Jeo. III., 5,-52 Geo. III. to 4 (Jeo. IV., 6.-5 Geo. IV. to 1 & 2 Will. IV, 7.-2 & 3 Will. IV. to 6 & 7 Will. IV., 8.-7 Will. IV. & 1 Vict, to 5 & 6 Vict., 9.— 6 & 7 Vict, to J) & 10 Vict., 10.— 10 & 11 Vict, to i:i & 14 Vict., 11.-14 & 15 Vict, to 16 .1 17 Vict., 12. -17 & 18 Vict, to 1!» & 20 Vict., 1.3.— 20 Vict, to 2< v Frederi Pridrtiii.r, late Professor of tlu; Law of Beal and Pt rsonal I'ropcrty the Inns of Court, and Jnhn Whitnmdie, ICsqrs., I'-irristirs-at-Iiaw. Scott's Costs. - I'onrth Edition. By John ^colt, of the Inner Tempi Esq., P.arristcr-at-Law. (/n the prest Seton's Forms of Decrees, Judgments, and Order in tlie High Court of Justice and Courts c Appeal. Fourth JCdition. In 2 vols, lloyal 8vo. ( !'<;/. //. in the press Williams' Lavn/^ of Executors and Administrators.- A Treatise on the Law of ]agos would probably arm a diligent clerk with as much useful l:nowl('di:;e as he DiifeTi-fothevwise take years of desultory questioning and observing j to acquire." — Solicitors' Jcmmal. FilzGerald's Fublsc-IIealth and Rivers Pollution Prevention Acts. — The Lawl'clatin.!:^ to Public Health and Local Government, as contained in the'-^itt^dic Health Act, 1875. With Introduction and Notes showing all the Alterations in the Existing Law; with references to all tl\e Cases decided on Sections of Former Acts, which are re-enacted in this Act, together iivith a Supplement contairii'g "The Riveus Pollu- tion PnEVEXTtox Act, 18/0." With ''•jxplam-.tury Introduction, Notes, Cases, and Index. By GERALD A. R. FITZGERALD, of Lincoln's Inn, Esq., Barrister-at-Law. Royal 8vo. 1870. Price 11. Is. cloth. *#* The Supplement, containing "The Rive iis_ Pollution Phevention Act, 1870," niay be had separately, price ">'■' Cyh cloth. "Mr. G. A. n. FitzGcraki was cmpli'ycd by tlio Uoveriiment in ih«; preparation o( the Act of IbT-'J. and is llnTPfoi'e specially well fitted to cmnioiit upn;i its provisions, iind dis- russ the jiidici d deciaions «hich liav.- been engrafted ou the older statutes lucurpoiutcd in it."— ^a« Mall Gazette, April 3, 187G. Millar's Bills of Sale. — A Treatise on Bi is c" Sale, with an Appendix conlaining the Acts for the Registratio-.i of Bills of Sale, Precedents, &c. (Being the Fourth Edition of Millar and Colli'-r'a "Treatise on iJills of Sale.") By F. C. J. MILLAR, of ibe Inner Tcmiile, Ksq., Barrister-ai-Law. 12mo. 1877. Pri ;o 12,'>-. cloth. "The vaiuiiof the work isonhauced tlirougUout by careful annotation." — Law Muga-zine, Kcbruaiy, \iln. Palmer's Company Precedents.— Convcyancinf,' and other Forms and J'reiedents relating to Companies incorporated under the Com- panicM Acts, 1H((2 and 1.S(i7. Arranged as folloWH : — Agreements,' Memoranda of AsHociation, Articles of Association, ]{eso'iitions. Notices, CcitifieatoB, Provisional Orders of Hoard of Trade, l)(d)on- turcH, RecoUHtniction, Amalgamation, I'lititions, Orders. With Copious NotoH. By FRANCIS B K A LJ l"'0 RT PALMER, of the Inner Temple, FAq., Barrister-at-Law. Domy 8vo. 1877. Pri i e 1/. 5.s. cloth. " The ,,re'r<'dent« are aH u nilo execcdiiiKly well dnift(!d. All ilio notes have been elabonited with n thoroughly noiontilic kn(jwlod(,'o of the principU* of coinpany law, as well »H witb copious rutercuccs to the cadC-i luiJjBtaiilLiitii^ ^l^ev^inciplcs."— Z(i«> r--, ;,,../, Juno 23, 1(^77. L A > < n >> ■ - >. . " - - ' *#* A Catalogue o/J^P1^^^Mqk.vW^' on 'a^^iicatwn. ~ I 'lid ^\WEUNIVER% vij^lOSANCflfX;^ ^.OfCAllF0% =3 "^^^juivaan^ 5 i ir^ ^ 5X\El)NIVERJ ^OFCALIFOi?^ ^OFCAllFOi?^ /5MfUNIVERS/A aWEINIVERJ//- ^lOSANCElfj^ ^lOSANCElfx^ '^i?U3NVS0\^ so -< AWEUNIVERJ/a ^OFCAUFO/?^ m ^immiYO/: ^OFCMIFOft^ ^IIIBRARYQ^ ^AOJIIVDJO'^ ^OFCAIIFO/?^ ^^ .^WEUNIVEK >- == oe .^WEUNIVER^ ^.nojiivD-jo^ %04m'i^^ '^mw:lOSANCEl£r;> «^5X\EUKIVER%: ^10SANCEI% -^^iUBRARYCc^ -#UB ^OFCAUF0% ^OFO