themselves, or if the governing officers refuse to bring the suit.

Among the frauds that may be committed by corporate officers for which the stockholders may have redress are the following:

Where the governing officers persistently and knowingly exceed the corporate powers.

Where the officers refuse to furnish proper information or give false statements.

Where access to the books of the corporation is denied.

Where governing officers become purchasers from or sellers to the corporation, to its detriment.

Where the governing officers allow secret advantages to part of the stockholders or themselves, to the injury of other stockholders, or where they misuse or waste the assets.

§ 524. Public service corporations.-There is a class of duties that are assumed by private persons or corporations, frequently in consideration of the grant to them of certain privileges at the hands of the state. These duties are generally, if not wholly, for the primary benefit of individuals of the community, rather than for the benefit of the public as a whole. Among these are the duties of common carriers, innkeepers, water companies and gas companies. Such persons or corporations are bound to permit the enjoyment of their privileges to all individuals of the community upon impartial regulations and for a reasonable consideration, and for a violation of such duties they may be held liable at the suit of an individual specially injured. Where, as in case of railroads, water and gas companies, valuable public rights have been granted to the person or corporation, the courts may sometimes compel by mandamus the

performance of the public duty. There is, however, a margin of discretion within which there may be reasonable discrimination. For example, a common carrier or innkeeper may exclude a person who is dangerous, or offensive to the sense of decency of others. Separate accommodations may be lawfully maintained for women and for men.

PART VII

THE LAW OF PRINCIPAL AND AGENT AND OF MASTER AND SERVANT

§ 525. Principal and agent and master and servant in general.-Agency in its broadest sense means that relationship that is established when one person acts for or represents another. Most of the things that men may do they may do through agents or servants. A corporation must of necessity act through agents only. The same is true of the state in which case the agents are called public officers. In the present age of gigantic business enterprise single firms employ hundreds and even thousands of employés to act for them in one capacity or another. Consequently this relationship, usually created by contract, has become of great practical importance and a rather definite set of legal rules has been developed in relation thereto.

The law of agency in its broad sense is divided into two branches, principal and agent and master and servant.

The first has to do with that relationship where the representative is engaged in making contracts for his employer. Here there are three parties concerned, the principal, the agent and the third party with whom the agent deals for his principal. The second branch deals with those relationships where the representative performs labor or mechanical acts for his employer. Primarily only two persons are involved in this relationship, but should the servant injure some third party while in the course of his employment then three persons become involved.

The main problems presented by this division of the law are the determination of when a principal or master is liable to third parties for the representations or acts of his agent or servant, and what are the rights and duties between principal and agent and master and servant respectively.

§ 526. Agency in general.-Individuals and corporations are bound by contracts made in their behalf by their authorized agents. The necessities of commerce demand that most of the business of the world be done through agents. Any one capable of acting for himself may be an agent; a minor of sufficient capacity may be an agent and make contracts which will bind his principal. The relation of principal and agent may be created by writing, by parol or it may be implied from circumstances. In some states, however, where the contract itself must be in writing, then the authority to the agent must be in writing. Also where the contract must be under seal as in the case of conveyance of real property, the authority must be granted in writing and under seal. This is known as the power of attorney. An agent can not assume incompatible duties; he can not be agent of buyer and seller at the same time, unless by consent of both principals, nor can he be employed to do an unlaw

ful act, nor to act in place of another in a matter of personal trust. An attorney, an author, an artist, a physician, whose personal skill is engaged, can not substitute an agent to do his work. So generally an agent can not employ a substitute, unless expressly or impliedly authorized to do so. When, however, the nature of the employment and the magnitude and character of the business calls for it, he may employ assistants whose acts will bind his principal. An attorney at law, an attorney in fact, a broker, an auctioneer, a factor, a partner, a ship's master, a ship's husband, these are all agents having power to bind their principals in matters coming within the scope of their respective employments. An attorney at law is an agent employed to conduct and manage an action at law or suit in equity. An attorney in fact is one who is by a power of attorney authorized to do some specific act or acts for his principal. A broker is one whose business it is to bring together parties who desire to deal with one another; he is the agent of both parties and he receives by way of compensation a commission. An auctioneer's business is to act for seller and buyer in selling goods at public outcry. When a sale is closed he can bind both parties by signing a memorandum of the terms. A factor or commission merchant is one who sells goods for persons who make consignments to him.

§ 527. Authority of agents in special calling.-A ship's husband is one employed by the owners to manage the affairs of the ship while it is at a home port. A ship's master has similar charge of the ship and its affairs while prosecuting its voyage. Partners are mutual agents for one another in all matters pertaining to the conduct of the partnership business. An agent may act generally in some particular business, in which case he has a