Authority extended over all that is subjective to the authority. Authority extends over all necessaries for the ship (a). Thus an authority to recover debts includes a power to arrest (b), an authority to sign a policy, the power to adjust it (c), an authority to settle losses, powers to refer a dispute about a loss to arbitration (d), an authority to get bills discounted, the power to indorse them (e), an authority to sell goods, power to sell them by sample or with warranty (ƒ), and an authority to buy railway shares implies power to do all that is needful to complete the bargain (g). The authority of the agent includes also all means justified and allowed by the usage of trade; thus an agent authorised to sell goods may sell them upon credit or for cash, as it may be customary in the special trade. So a person who employs a broker on the stock exchange impliedly gives him authority to act in accordance with the rules there established, though such principal may himself be ignorant of the rules (h). In all cases, however, where the authority is confined to a particular subject-matter, nothing but what is subjective to that matter is presumed to be included in the authority (i). The larger powers conferred by the general words are construed with reference to the matters specially mentioned, and to include only such acts as are necessary to carry the purposes of the special powers into effect (k). So an agent appointed by the directors of a mining company to manage a mine has not an implied authority from the shareholders of the company to borrow money upon their credit (1). So a power of attorney to receive all salaries and moneys with authority to compound and discharge, and to give release, does not authorise the attorney to negotiate bills received in payment, nor to indorse them in his own name (m). The authority of the agent extends also over all matters (h) Wiltshire v. Sims, 1 Camp. 257. (i) Murray v. The East India Company, 5 B. & Ald. 204 ; Hogg v. Snaith, 1 Taunt. 347. (k) Rossiter v. Rossiter, 8 Wend. Amer. R. 494; Attwood v. Munnings, 7 B. & C. 278. (1) Hawtayne v. Bourne, 7 M. & W. 595; Attorney-General v. Jackson, 5 Hare, 365. (m) Murray v. The East India Company, 5 B. & Ald. 204. dental to the incidental to his particular business or employment, including matters inciwhatever is usual in such trade, the rights usually exercised, particular and the duties usually attached to it (a). business. be revoked at The authority of the agent may be revoked at any time prior Authority may to the execution of the mandate; thus where goods have been any time. intrusted to an agent for sale the principal may at any time before a sale demand that they be returned to him, or where the agent has been required to purchase goods the principal may at any time before the purchase revoke his authority, and demand that the money may be returned to him. or But whatever is done by the agent bonâ fide before he knew of the revocation of the authority, is good and binding on the principal, and where the mandate has had a commencement of execution the agent has a right to conclude it. Where, however, the authority or power is coupled with an interest, where it is given for a valuable consideration, it cannot be voked, except upon an express stipulation to that effect (b). a power of attorney given as part of a security for money is countermandable (c). Thus an auctioneer being the agent of both parties, has authority to bind both seller and purchaser by his memorandum of sale (d). re So special stipu not lation. FOREIGN LAWS. must be fol United States. Where the agent's powers are special, and Instructions limited, they must be strictly followed; but whether there be a lowed. special authority to do a particular act, or a general authority to do all acts in a particular business, each case includes the usual and appropriate means to accomplish the end. So a power to settle an account implies the right to allow payments already made. An agent acting as such cannot take upon himself at the same time two incompatible duties; he cannot have an adverse interest or employment; he cannot be both buyer and seller, for this would expose his fiduciary trust to abuse and fraud. If the agent executes the commission in part only, the obligation of the principal to accept that part will depend upon the nature of the subject. If the power was given to buy a house with an ad (a) Bayliffe v. Butterworth, 1 Exch. 425; Pollock v. Stables, 12 Q. B. 765; Bayley v. Wilkins, 13 Jur. 883. (b) Webb v. Paternoster, Poph. 151; Gaussen v. Morton, 10 B. & C. 734. When is the principal withstanding bound not deviation. Distinction between a general and a joining wharf, and the agent buys the house only, then the principal would not be bound to take it, for the inducement to the purchase has failed. If, however, the agent was directed to buy a farm of 150 acres, and he buys instead one of 140 acres, the principal would be bound to accept it. If the agent does what he was authorised to do, and something more, it will be good so far as he was authorised to go, and the excess only would be void. If, however, the agent does a different business from what he was authorised to do, the principal is not bound special agent. though it might even be more advantageous to him. There is an important distinction between a general agent and one appointed for a special purpose. The acts of a general agent, or one whom a man puts in his place to transact all his business of a particular kind, or at a particular place, will bind his principal so long as he keeps within the general scope of his authority, though he may act contrary to his private instructions. But an agent, constituted for a particular purpose, and under a limited power, cannot bind his principal if he exceeds that power. The special authority must be strictly pursued. Whoever deals with an agent constituted for a special purpose, deals at his peril, bind his prin- when the agent passes the precise limits of his power; though if he pursues the power as exhibited to the public, his principal is bound, even if private instructions had still further limited the special power. A factor or merchant who buys or sells upon commission or as an agent for others, for a certain allowance, may, under certain circumstances, sell on credit without any special authority for that purpose, though, as a general rule, an agent for sale must sell for cash, unless he has express authority to sell on credit, or unless he has followed the usage of the trade at the place. Where, however, there is no usage to that effect the factor could not sell on credit unless he be expressly authorised. An agent for limited purpose does not cipal if he exceeds the limits of his power. a Factors or SECTION IV. AUTHORITY OF THE AGENT TO PLEDGE. BRITISH LAW. Any person intrusted, for the purpose of consignment or of agents having sale, with any goods, and who shall have shipped such goods in goods or mer their posses sion shall be deemed to be the true tracts with ing bona fide upon the faith of such pro perty. his own name, and any person in whose name any goods shall chandise in be shipped by any other person or persons, shall be deemed to be the true owner, so far as to entitle the consignee of such goods to a lien thereon in respect of any money or negotiable owners, so as to give valisecurities advanced by such consignee to or for the use of the dity to conperson in whose name such goods shall be shipped, or in respect persons dealof any money or negotiable securities received by him to the use of such consignee, in the like manner as if such person was the true owner of such goods; provided such consignee shall not have notice by the bill of lading for the delivery of such goods or otherwise, at or before the time of any advance of such money or negotiable security, or of such receipt of money or negotiable security in respect of which such lien is claimed, that such person so shipping in his own name, or in whose name any goods shall be shipped by any person is not the actual and bond fide owner of such goods so shipped, as aforesaid, any law, usage, or custom to the contrary thereof in anywise notwithstanding; provided also, that the person in whose name any such goods are so shipped shall be taken to have been intrusted therewith for the purpose of consignment or of sale, unless the contrary thereof shall be made to appear (a). Any person intrusted with and in possession of any bill of Persons in possession of lading, India warrant, dock warrant, warehouse keeper's certifi- bills of lading, cate, wharfinger's certificate, warrant or order for delivery of &c., to be the goods, shall be deemed to be the true owner of the goods as to make described in the said several documents herein before stated, so tracts. far as to give validity to any contract thereafter to be made by such person so entrusted and in possession as aforesaid, with any person for the sale or disposition of the said goods, or any part thereof, or for the deposit or pledge thereof, or any part thereof, as a security for any money or negotiable instrument advanced or given upon the faith of such several documents or either of them, provided such person shall not have notice by such documents, or either of them, that such person is not the actual and bond fide owner of such goods (b). In case any person shall accept and take any such goods in deposit or pledge from any such person so in possession and intrusted, without notice, as a security for any debt or demand (a) 6 Geo. IV. c. 94, s. 1. (b) 6 Geo. IV. c. 94, s. 2. owner, so far valid con No person to acquire a segoods in the curity upon hands of an agent for an antecedent debt, beyond the amount of the agent's interest in the goods. Persons may contract with known agents in the ordinary course of busi within the agent's authority. due and owing from such person so intrusted and in possession It shall be lawful to any person to contract with any agent intrusted with any goods, or to whom the same may be consigned, for the purchase of any such goods, and to receive the ness, or out of same of and pay for the same to such agent or agents; and such that course if contract and payment shall be binding upon and good against the owner of such goods, notwithstanding such person shall have notice that the person making and entering into such contract, or on whose behalf such contract is made or entered into, is an agent, provided such contract and payment be made in the usual and ordinary course of business, and that such person shall not, when such contract is entered into or payment made, have notice that such agent is not authorised to sell the said goods, or to receive the said purchase money (b). Persons may accept and take goods, &c., in pledge from known agents; but in that case shall acquire no further interest than was possessed by such agent at the time of such pledge. Right of the true owner to follow his the hands of It shall be lawful to and for any person to accept and take any such goods or any such document as aforesaid, in deposit or pledge from any such factor, notwithstanding such person shall have such notice as aforesaid, that the person making such deposit or pledge is a factor or agent; but then such person shall acquire no further or other right, title, or interest in the said goods, or document for the delivery thereof, than was possessed or could have been enforced by the said factor or agent at the time of such deposit or pledge as a security (c). Provided always that nothing herein contained shall be taken to deprive or prevent the true owner of such goods goods while in from demanding and recovering the same from his agent, his agent or of before the same shall have been so sold, deposited, or his assignee, pledged, or from the assignee of such factor or agent, in the event of his bankruptcy; nor to prevent such owner from demanding or recovering of and from any person the price agreed to be paid for the purchase of such goods, subject to any (b) 6 Geo. IV. c. 94, s. 4. in case of bankruptcy, or to recover them from a third person upon paying his advances secured upon them. (a) 6 Gco. IV. c. 94, s. 3. (c) 6 Goo. IV. c. 94, s. 5. |