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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 An agent for a special authority must be strictly pursued. Whoever deals with limited puran 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.

pose does not

cipal if he exceeds the limits of his power.

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 possession shall be

deemed to be the true

owners, so as to give vali

tracts with

persons dealing 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 securities 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 of 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).

&c., to be the

owner, so far as to make valid con

Any person intrusted with and in possession of any bill of Persons in lading, India warrant, dock warrant, warehouse keeper's certifi- bills of lading, cate, wharfinger's certificate, warrant or order for delivery of goods, shall be deemed to be the true owner of the goods described in the said several documents hereinbefore 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.

No person to curity upon goods in the

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

course of busi

ness, or out of that course if within the agent's authority.

due and owing from such person so intrusted and in possession
to such person before the time of such deposit or pledge, then
such
person, so accepting or taking such goods in deposit or
pledge, shall acquire no further or other right, title or interest,
in or upon or to the said goods or any such document, than was
possessed or could have been enforced by the said person so
possessed and intrusted at the time of such deposit or pledge as
a security (a).

It shall be lawful to any person to contract with any agent intrusted with any goods, or to whom the same may be conin the ordinary signed, for the purchase of any such goods, and to receive the same of and pay for the same to such agent or agents; and such 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

his assignee,

in case 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 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.

bankruptcy,

or to recover

them from a third person

upon paying

his advances secured upon them.

(a) 6 Geo. IV. c. 94, s. 3.

(c) 6 Geo. IV. c. 94, s. 5.

right of set-off on the part of such person against such factor or agent; nor to prevent such owner from recovering of and from such person such goods so deposited or pledged, upon repayment of the money or on restoration of the negotiable instruments so advanced or given, on the security of such goods as aforesaid, by such person to such factor or agent, and upon payment of such further sum of money or on restoration of such other negotiable instruments (if any) as may have been advanced or given by such factor or agent to such owner, or on payment of a sum of money equal to the amount of such instruments; nor to prevent the In case of said owner from recovering of and from such person any factor, the balance or sum of money remaining in his hands as the owner of goods so pledged and produce of the sale of such goods, after deducting thereout redeemed shall the amount of the money or negotiable instruments so advanced or given upon the security thereof as aforesaid; provided always that in case of the bankruptcy of any such factor or agent the owner of the goods, so pledged and redeemed as aforesaid, shall be held to have discharged pro tanto the debt due by him, her, or them to the estate of such bankrupt (a).

Under the above statute, however, it seemed that advances could not be made upon goods or documents to persons known to have possession thereof as agents only. Therefore another Act was passed on the subject, which, after reciting the provisions of the existing law in the following terms: And whereas by the said Act it is amongst other things further enacted, "that it shall be lawful to and for 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 same of and to pay for the same to such agent, and such 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 such contract, or on whose behalf such contract is made, is an agent; provided such contract or 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 same, or to

(a) 6 Geo. IV. c. 94, s. 6.

bankruptcy of

be held to

have discharged pro

tanto the debt due from him to bankrupt.

Bonâ fide ad

vances to per

sons intrusted

with the possession of

receive the said purchase money," it was provided that the same protection and validity should be extended to bona fide advances upon goods and merchandise as it was given to sales, and that owners intrusting agents with the possession of goods and merchandise, or of documents of title thereto, should, in all cases where such owners would be bound by a contract of sale, be in like manner bound by any contract or agreement of pledge or lien for any advances bond fide made on the security thereof. With a view also to protect exchanges and securities bona fide made it was enacted that any agent who shall be intrusted with the possession of goods, goods or docu- or of the documents of title to goods, shall be deemed and taken ments of title, though known to be owner of such goods and documents, so far as to give to be agents, validity to any contract or agreement by way of pledge, lien, or security bona fide made by any person with such agent so intrusted, as well for any original loan, advance, or payment made upon the security of such goods or documents, as also for any further or continuing advance in respect thereof, and such contract or agreement shall be binding upon and good against the owner of such goods, and all other persons interested therein, notwithstanding the person claiming such pledge or lien may have had notice that the person with whom such contract or agreement is made is only an agent (a).

protected.

Bonâ fide de

posits in exchange protected; but

That where any such contract or agreement for pledge, lien, or security shall be made in consideration of the delivery or transfer to such agent of any other goods or merchandise, or document of title, or negotiable security, upon which the person so delivering up the same had at the time a valid and available lien and security for or in respect of a previous advance by virtue of some contract or agreement made with such agent, such contract and agreement, if bond fide on the part of the person with whom the same may be made, shall be deemed to be a contract made in consideration of an advance within the true intent and meaning of this Act, and shall be as valid and effectual, to all intents and purposes, and to the same extent, as if the consideration for the same had been a bonâ no lien beyond fide present advance of money: provided always, that the lien acquired under such last-mentioned contract or agree

the value of the goods given up.

(a) 5 & 6 Vict. c. 39, s. 1.

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