gent.

Upon the question what is a general authority, it has been de- By act of acided, that a person signing his name on a blank stamped piece [* s2 ] of paper and delivering it to I. S. authorizes I. S. to insert any sum which the amount of the stamp will warrant (a)(1). It has also been held (b), that a letter of attorney, given by an executor to A. B. authorizing him to transact the affairs of the testator, in the name of the executor, as executor, and to pay, discharge, and satisfy all debts due from the testator, conveys to A. B. a sufficient authority to accept a bill of exchange in the name of the executor, drawn by a creditor for the amount of a debt due from the testator, and thereby to make the executor personally liable, [ 33 ]

because, as F. H. was not restrained as to the mode of getting the bill discounted, the defendants were bound by his acts; but Buller and Grose, Js. said, that if the facts had been the same, they should have continued of their former opinion. Rule discharged. See observations on this case, Bayl. 168, 9. Pal. on Prin. and Agent, 124, 5. 138. 146. See also Helyear T. Hawke, 5 Esp. 75.-Alexander v Gibson, 2 Camp. 555.

(a) Collis v. Emmet, 1 Hen. Bla. 313. Emmet signed his name on a blank paper, stamped with a shilling bill stamp, (the highest stamp then in force for bills.) and delivered it to Livesay and Co. that they might draw such bill thereon as they should please; they drew one for 15517. at three months date, which was duly transferred to Collis and Co. and Collis and Co. sued Emmet thereon. A special verdict was found, principally with a view to another point, and the court held Emmet answerable, and the plaintiffs had judgment.

Russell v. Langstaffe, Dougl. 496. 514. The defendant, to accommodate one Galley, indorsed his name on five copper-plate checks, made in the form of promissory notes, but in blanks, without any sums, dates, or times of payment being mentioned therein, and delivered them to Galley; Galley filled them up as he thought fit, and the plaintiff discounted them; the plaintiff knew the notes were blank at the time of the indorsement; Galley not paying them when they became due, plaintiff brought this action. Hotham, B. before whom' the cause was tried, was of opinion, that as the notes were incomplete when the defendant indorsed them, no subsequent act of Galley could make them otherwise, because that would alter the effect of the defendant's indorsement, and he accordingly directed a verdict for the defendant; but upon application for a new trial, and cause shown, Lord Mansfield said, "Nothing is so clear as that the indorsement on a blank note is a letter of credit for an indefinite sum; the defendant said, trust Galley to any amount and I will be his surety, it does not lie in his mouth to say the indorsements were not regular." See also Snaith v. Mingay, 1 M. & S. 87.-Crutchley v. Mann, 5 Taunt. 529.-1 Marsh. 29. S. C-Crutchley v. Clarence, 2 M. & S. 90.

(b) Howard v. Baillie, 2 Hen. Bla. 618.

(1) A blank indorsement on a blank piece of paper, with intent to give a person a credit, is, in effect, a letter of credit; and if a promissory note be afterwards written on the paper, it binds the indorser. Violett v. Patton, 5 Cranch. Rep. 142. Where the defendants left their names indorsed in blank on papers, with their clerk, for the purpose of having notes of a certain description written thereon, and a third person obtained those papers by false pretences, and wrote notes thereon, signed by himself as promisser to the indorser, and passed them to a third person, who had no notice of the facts, the defendants were held as indorsers. Putnam v. Sullivan, 4 Mass. Rep. 45.

By act of a on the ground that an authority of this nature necessarily gent.

[* 34 ]

includes all intermediate powers, that is to say, all the means necessary to be used in order to effect the accomplishment of the object of the principal, namely, the paying, satisfying, and discharging the testator's debts. But in another case (a) which was upon the same letter of attorney, the court, after consulting with the Judges of C. P., determined that the executor was not personally liable, and that a power of attorney, given by an executrix, to act for her as an executrix, does not authorize the attorney to accept bills to charge her in her own right, though for debts due from her testator. So in a late case it was decided, that where one gives a power of attorney to another, to demand and receive all monies due to him, on any account whatsoever, and to use all means for the recovery thereof, and to appoint attornies for the purpose of bringing actions, and to revoke the same, "and to do all other business;" the latter words must be understood with reference to the former, as meaning all business appertaining thereto; and although the attorney may receive monies due to the principal in auter droit, yet he cannot under this power indorse a bill for him, which comes to his hands (b). It has also been held, that a power of attorney to receive all salaries and money, with all the principal's authority to recover, compound, and discharge, and to give releases and appoint substitutes, does not authorize the attorney to negotiate bills received in payment, nor to indorse them in his own name; nor can evidence of an usage at the navy office, to pay bills, indorsed by the attorney in his own name, and negotiated by him, under such a power, be received to enlarge the operation of the power (c).

*An authority may also be implied and inferred from prior conduct of the principal, for a special authority is not necessary to constitute a power to draw, indorse, or accept by procuration, but the law may infer an authority from the general nature of certain acts permitted to be done, and usual employ is evidence of a general authority (d); and therefore, if a person has upon a former occasion, in the principal's absence, usually accepted bills for him, and the latter on his return approved thereof, he would be bound in a similar situation on a second absence from home (e); and if a

(a) Gardner v. Baillie, 6 T. R. 591.—Kilgour v. Finlyson, 1 Hen. Bla. 155.

(b) Hay v. Goldsmid, 2 Smith's Rep. 79, 80.

(c) Hog v. Snaith and others, 1 Taunt. 347.

(d) Per Lord Eldon, in Davison v. Robertson, 3 Dow, 229.-Malynes, B. 3. c. 5. s. 6. page 264.-Bayl. 226.

(e) Beawes, pl. 86.-Mar. 2d ed. 135.

drawee of a bill has previously paid several bills accepted in his By act of amane by a third person with whom he had connections in trade, he gent. wald be liable to an indorsee though such bill has been accepted without his authority (a) and it has been held, that if a person usully subscribes an instrument with the name of another, proof of his having done so in many instances, is sufficient to charge him whose name is subscribed, without producing any power of attorney (6). And we have seen, that where a married woman is permitted by her husband to carry on trade on her own account, and in her own name indorses a bill or note, received in the course of stch trade, an authority may be presumed from the husband (c). It has also been decided, that a subsequent assent will make the act of * an agent binding on the principal (d) (1); and though a [* 35 ]

(a) Barber v. Gingell, 3 Esp. N. P. C. 60. In an action against the defendant as acceptor of a bill, he proved that the acceptance was forged by Taylor the drawer; in answer to which it was proved that the defendant had been connected in business with Taylor, and that he had paid several bills drawn as the present by Taylor, and to which Taylor (as it was supposed) had written the acceptances in the defendant's name. And Lord Kenyon beld, that this was an answer to the case of forgery set up by the defendant, for though he might not have accepted the bill, he had adopted the acceptance, and thereby made himself liable to pay the bill. Verdict for plaintiff.

(6) Neal v. Erving, 1 Esp. Rep. 61.-Haughton v. Ewbank, 4 Campb.

188.

(c) Cotes v. Davis, 1 Campb. 485.-Barlow v. Bishop, 1 East. 434.

(d) Ward v. Evans, Lord Raym. 930.-2 Salk. 442. S. C.-Boulton v. Hillesden, Comb. 450.-12 Mod. 564.-Bayl. 226.-Payley, 124. 126, 7. 211. accord.-Fenn v. Harrison, 3 T. R. 757.-Howard v. Baillie, 2 Hen. Bla. 618. semb. contra. and see post, 42 & 44, in notes.

(1) A person's acting as clerk to a merchant does not authorise him to sign notes in the name of his master. Terry v. Furgo, 10 John. Rep. 114. But the clerk of a firm may sign notes, accept bills, &c., in consequence of an authority given by one partner, for each has full power to this effect. Tillier v. Whitehead, 1 Dall. Rep. 269.

An authority to sign a note may be by parole, or by letter, or by verbal directions, or may be implied from certain relations proved to exist between the actual maker of the note, and him for whom he undertakes to act. Long v Colburn, 11 Mass. Rep. 97. See Odiorne v. Maxey, 15 Mass. Rep. 39.

If an agent act without proper authority, or exceed his authority, and the principal ratify his acts, or acquiesce in them, or adopt them, he is bound in the same way as if the agent had an original authority. Towle v. Stevenaon, 1 John, Cas. 110. Cushman v. Loker, 2 Mass. Rep. 106. Armstrong v. Gilchrist, 2 John. Cas. 424. Codwise v. Hacker, 1 Caine's Rep. 526. Banorgee 1. Hovey, 5 Mass. Rep. 11. Van Reimsdyk v. Kane, 1 Gas. Rep. 630.-Affirmed in Supreme Court of the United States, and reported in 9 Cranch, 155. Long v. Colburn. Conu. et al. v. Penn et al. 1 Peters' Rep. 496.

If an agent act beyond his authority, he will be responsible personally to third persons. Dusenberry v. Ellis, 3 John. Cas. 70. Therefore if he sign a note for his principal without authority, he will be personally bound, and the name of his principal will be rejected as surplusage. Ibid. Or a special

By act of a promise alone to pay a bill endorsed by an agent would not supgent. port an action if the indorsement were contrary to authority, yet if the authority is doubtful, such a promise is decisive (a). A general authority to an agent is supposed to continue until its determination is generally known, and therefore, after the discharge of a clerk or agent usually employed to draw, accept, or indorse bills or notes, the employer will be bound by his signature, made after the determination of his authority, until the discharge be generally known (6). When, therefore, the authority of such an agent has been determined, or he has been discharged from his employ, and there is reason to apprehend that he will attempt to circulate bills in the name of his employer, it is advisable for the latter to give notice of the determination of the authority in the Gazette, and also to all his correspondents individually, notice in the Gazette not being in general sufficient to affect a former customer, unless he has had express notice thereof (c). As the authority of an agent is not coupled with an interest, he cannot delegate it, so as to enable another person to act for his principal (d); if, however, an *express authority be given for that purpose he may exercise it (e).

[ * 36 ]

(a) Fenn v. Harrison, 4 T. R. 177-Payley, 124, 5.

(b) Beawes, pl. 231.-Molloy, B. 2. c. 10 s. 27. page 107.-Payley, 123, 4, 136.-Bayl. 226.-Anonymous v. Harrison, 12 Mod. 346.-A servant had power to draw bills of exchange in his master's name, and afterwards is turned out of the service. Holt, C. J. If he draw a bill in so little time after that the world cannot take notice of his being out of service, or if he were a long time out of his service, but that kept so secret that the world cannot take notice of it, the bill in those cases shall bind the master.

Monk v. Clayton, Molloy, 282, cited in Nickson v. Broham, 10 Mod. 110. A servant of Sir Robert Clayton, who had been used to receive and pay money, took up 200 guineas after he had quitted the service, and the lender recovered against Sir R. Clayton, by the direction of Keeling, C. J. which was approved by the whole court on a motion for a new trial.. (c) See post, 47, 8, cases of partners.

(d) Combe's case, 9 Co. 75. -1 Rol. Ab. 330.

(e) Palliser v. Ord. Bunb. 166.

action on the case would at all events lie againt him. Long v. Colburn.— But a mere stranger cannot disaffirm the contract of an agent upon the ground that he has exceeded his authority. Jackson v. Van Dalfsen, 5 John. Rep. 43. If an agent compromise a demand of his principal, and take therefor à negotiable note indorsed specially to himself, the note becomes the property of the agent, and not of the principal; and the agent is responsible to the principal for the amount, whether secured by him or not. Floyd v. Day, 3 Mass. Rep. 403.

A bill drawn by a general agent is binding upon the principal, although the former misapply the money. Hoe y, Oxley, 1 Wash. Rep. 23.

A special authority must be strictly pursued. Therefore if an agent be authorised to sign a note payable at six months, and he sign a note payable at a shorter time, the principal is not bound. Batty v. Carswell, 2 John, Rep. 48. See also Munn y. The Commission Company, 15 John. Rep. 44.

When a person has authority as agent, to draw, accept, or in- By act of dese a bill for his principal, he should either write the name of agent his principal, or state in writing, that he draws, &c. as agent (1), expressly qualify the act, by stipulating in writing on the bill that he is not to be personally liable; for otherwise the act will not in general be binding on the principal (a), though in some cases an informal mode of executing an authority will not vitiate (b). And if a person draw, indorse, or accept, in his own name, without stating that he acts as agent, he will be personally liable (c),

"

(a) Wilks v. Back, 2 East. 142.-Barlow v. Bishop, 1 East. 434.-3 Esp. Rep. 266. S. C.-White v. Cuyler, 6 T. R. 176.-Combe's case, 9 Co. 75.Frontin . Small, 2 Stra. 705.-Com. Dig. Attorney, C. 14.—Beawes, pl. 83. 4, 5, 6, 7.

(6) Coles v. Davis, 1 Campb. 485,-6.-Mason v. Rumsey, 1 Campb. 384. (c) Thomas v. Bishop, 2 Stra. 955.-Rep. Temp. Hardw. 3. S. C.-LeFevre v. Lloyd, 5 Taunt. 749.-1 Marsh. 318. S. C.--Goupy v. Harden, 2 Marsh. 454. and Holt, C. N. P. 342. S. C.-Appleton v. Binks, 5 East. 148. -De Gaillon v. L'Aigle, 1 Bos. & Pul. 368.-Macbeath v. Haldimand, 1 T. R. 181.-Path. pl. 118.-Thomas v. Bishop. 2 Stra. 955. Ca. Temp. Hardw. 1 S. C. The plaintiff was indorsee of a bill of exchange drawn from Scotland upon the defendant, in these words. "At thirty days sight pay to J. S.

(1) Where a person intends to make a contract as agent, it should ap pear on the face of the contract that he acts as agent, and he should sign in the name of his principal. Stackpole v. Arnold, 11 Mass. Rep. 27. ArpidSOL V Ladd, 12 Mass. Rep. 173. For where an agent drew a bill of exchange in his own name on a commercial house, in which his principal was a partner, and in the bill ordered the contents, when paid, to be charged to his principal, and the bill was protested for non-acceptance, he was held personally liable to the payees, as drawer, notwithstanding they were privy to his instructions, and knew that he acted solely as an agent. Mayhew, &c. v. Prince, 11 Mass. Rep. 54. See Meyer v. Barker, 6 Binn. 228.

And it is not sufficient to protect a party, to describe himself as agent, in the contract, if the language of the contract import a personal responsibility. Therefore if a person sign a note "as guardian" he will be held personally hable to payment. Thatcher v. Dinsmore, 5 Mass. Rep. 299. Forster v. Fuller, 6 Mass. Rep. 58. And although it may be said that as an adminis trator cannot by his promise bind the estate of the intestate, so neither can the guardian bind the person or estate of his ward, and therefore, unless the guardian were personally liable, the payee would be without remedy; yet the principle of these cases is, that the description of the trust was not meant to exclude that personal liability, which the language otherwise imported. And a similar construction has been adopted where the party has been described as attorney or agent in the instrument.

A note subscribed "Pro A. B.-C. D." is the note of A. B. and not of C. D., if the latter had authority to make it. Long v. Colburn, 11 Mass. Rep. 97. A note promising to pay A. B. "agent of the P. H. manufacturing company," for value received of the company, is a good note to A. personally. Buffum v. Chadwick, 8 Mass. Rep. 103.-Post 52.

An agent and partner in a joint concern was authorised to take up money on the credit of the whole concern, and draw bills on a house in Am sterdam for payment, and he took up money and drew a bill, directing the mount to be charged to the account of all the parties, but signed the bill in kis own name only; it was held that at least, in equity, the payee was enti tled to recover on non-payment from all the partners. Van Reimsdyk v. Kane, 1 Gall. Rep. 630. S. c. 9, Cranch, 155.

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