Payment by the agent discharges the principal. Principal bound for the representations of the agent and for his frauds and misrepresentations. The principal must fulfil the engagements contracted for him by the agent. Must indemnify the agent for his losses and pay the advances he has made. latter so as to make him a loser, but will be deemed to have elected the broker for his debtor. The election to charge the principal must be made within a reasonable time after the discovery of him; and if, after the discovery, the creditor goes on for nearly a year without any communication with the principal, he must be taken to have elected to take the agent as his debtor (a). Payment by the agent discharges the principal. And if the creditor voluntarily give an enlarged credit to the agent of the debtor, or adopts a particular mode of payment whereby the principal is placed in a worse situation than he would otherwise have been, the liability of the principal is discharged. A delivery of goods to an agent is a delivery to the principal; and a tender to an authorised agent is a tender to the principal. The principal is bound for all the representations of the agent respecting the subject matter of the contract made at the time of the contract. And the principal is also responsible for all frauds, misrepresentations, torts, and negligences of the agent in the course of his employment, and for those also done by those employed by such agent in the execution of the business (b). FOREIGN LAWS. France. The principal is bound to fulfil the engagements contracted by the agent according to his instructions, but he is not bound for anything done beyond that, unless he has ratified it either openly or tacitly. He ought to reimburse the agent of his advances and expenses incurred in the execution of his authority, and pay him the compensation agreed upon. Unless the agent is chargeable with any fault the principal cannot refuse such reimbursement and payment, even when the business has not succeeded well, nor can he demand any reduction of such expenses and advances on the pretext that they might have been less. The principal ought also to indemnify the agent for the losses which he may have suffered in the execution of the authority without any fault or imprudence on his part. (a) Smethurst v. Mitchell, 28 L. J. Q. B. 241; Thomson v. Davenport, 9 B. & C. 86. (b) Udell r. Atherton, 30 L. J. Ex. 337; Cornfoot v. Fowke, 6 M. & W. 358; Hern v. Nicholls, 1 Salk. 282 Ormrod v. Hutt, 14 M. & W. 652. The principal must also pay interests on such advances from the day they were made. When several persons unite in giving authority to an agent, every one of them is bound in solidum for all the effects of such authority (a). SECTION X. TERMINATION OF THE AGENCY. BRITISH LAW. of authority. The agent's authority is determined by revocation, by the Revocation death of the principal, by efflux of time, or by the performance of the commission. A power of attorney is generally revocable, except when it is part of a security for money and when it is necessary to give validity to any security (b). The authority of the agent may be revoked at any time; but, in order to determine the liability of the principal to third parties, the revocation must be publicly notified. When the authority is revoked by death, transactions begun previous to the death may go on, and those done in ignorance of the death are effectual. FOREIGN LAWS. France. An agency ends by revocation of the authority, The principal by renunciation on the part of the agent, and by the natural may revoke the authority or civil death of the principal or agent. The principal at will. may revoke his authority at will, and may compel the agent to return to him the powers he had granted to him. The revocation notified to the agent only cannot be set against third persons who may have dealt with the agent in ignorance of such revocation, though the principal would have his right against the agent. The appointment of a new agent for the same business means the revocation of the authority given to the first from the time it has been notified to the latter. The agent may renounce the agency by intimating Agent may renounce the authority. (a) French Civil Code, §§ 1998 to 2002. (b) Walsh v. Whitcomb, 2 Esp. 565. Modes in which the authority ends. Authority re vocable at pleasure. Effect of notice to the agent. his renunciation to his principal. But if such renunciation injures his principal, he ought to be indemnified by the agent, unless it should be impossible for the latter to continue his agency without suffering considerable injury. If the agent is ignorant of the death of his principal, or of any other cause which produces the revocation of the agency, whatever he has done in ignorance of it is valid. In such case the engagements contracted by the agent towards third persons in good faith must be executed. In case of death of the agent his heir must inform the principal, and meanwhile provide whatever is necessary for the interest of the latter (a). United States.-The authority of the agent may terminate in various ways. It may terminate by the death of the agent, by the limitation of the power to a definite period of time, by the execution of the business which the agent was intrusted to perform, by a change in the state or condition of the principal, by the express revocation of the power, and by his death. The agent's trust is not transferable either by the act of the parties or by the operation of law. It terminates by his death. If the agent had entered upon the execution of the trust in his lifetime, and left it partially executed but ncomplete at his death, his legal representatives would be bound to go or and complete it. A power of attorney or even naked authority is, in general, from the nature of it, revocable at the pleasure of the party who gave it. But where it constitutes part of a security for money, or is necessary to give effect to such security, or where it is given for a valuable consideration, it is not revocable by the party himself, though it is necessarily revoked by his death. In the case of a lawful revocation of the power by the act of the principal, it is requisite that notice be given to the attorney; and all acts bona fide done by him under the power, prior to the notice of the revocation, are binding under the principal. Even if the notice had reached the agent, and he concealed the knowledge of the revocation from the public, and the circumstances attending the revocation were such that the public had no just ground to presume a revocation, his acts done under his former power would still be binding upon his principal. He can, likewise, according to Pothier, conclude a transaction which was not (a) French Civil Code, SS 2003-2010. entire, but partly executed, under the power when the notice of the revocation was received, and bind the principal by those acts which were required to consummate the business. The principal may, no doubt, be compelled to act in such a case, and indemnify the agent, but it seems difficult to sustain the act of the agent after his power has been revoked, for he becomes a stranger after the revocation is duly announced. ruptcy of the The agent's power is determined likewise by the bankruptcy Determined by the bankof his principal; but this does not extend to an authority to do a mere formal act, which passes no interest, and which the principal, bankrupt himself might have been compelled to execute, notwithstanding his bankruptcy. Nor will the bankruptcy of the principal affect the personal rights of the agent, or his lien upon the proceeds of a remittance made to him under the orders of his principal before the bankruptcy, but received afterwards. If the principal or his agent was a feme sole when the power was given, it is determined, likewise, by her marriage; for the agent, after the marriage, cannot bind the husband without his authority, and the acts of a feme covert might prejudice her husband. Her warrant of attorney to confess judgment is countermanded by her marriage before the judgment is entered up. The authority of an agent determines by the death of his by the death of the prinprincipal, and a joint authority to two persons terminates by cipal. the death of one of them. The marriage of the female principal or agent causes a revocation of Portugal.-Besides the cases provided by the French civil law, the Portuguese code provides that the agency ends by the marriage of the female who may have either given or received the authority. The authority may be revoked at any time, but authority. the principal is bound to indemnify the agent for any outlays and damages he may have occasioned to him. In case of the death of the agent, or of any event which may render him incompetent to execute the authority, his heir must immediately give notice to the principal under penalty of damages and interest (a). Spain. The principal has always the power at any stage of the business to revoke, alter, or modify his authority. There is a revocation of the authority in case of death of the agent, or any other cause which renders him unfit to execute the of (a) Portuguese Code, §§ 818-$25. Death of the agent causes a rovocation of authority. |