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liberal discretion, or he may be employed to do a specific thing in a prescribed way, in which case he is a special agent. Where the authority under which an agent assumes to act is in writing the court must construe it and determine its extent; where the agency is created by parol or is implied from circumstances it is for the jury to determine whether a given act was or was not authorized by the principal. An authority to do a certain thing carries with it an authority to make use of all the usual and necessary means to effectuate the purpose intended, as where an agent is authorized to sell property he may receive the money; if he is to settle losses with an insurance company he may arbitrate the claims; if he is to sell a chattel he may warrant it as to quality and soundness-in short, the authority of an agent covers all the settled usages of trade which pertain to the business of his agency.

§ 528. When principal is bound by act of his agent. -Where persons dealing with an agent know that his authority is in writing, they are bound by its terms, whether they see fit to examine it or not. If an agent has a written authority, his principal can not, by private or secret instructions to his agent, change its terms so as to affect those who deal with him. It sometimes happens that the authority is ambiguous in its terms, and the agent has no opportunity to consult his principal. If he misconstrues the authority in good faith, his principal is bound by his act. It is competent for the principal to enlarge the agent's authority by subsequent parol instructions. And if a principal by words or acts induces others to believe that the agent's authority is greater than is expressed in the terms of the appointment, he will be bound by the agent's acts to the extent that his conduct has led others to deal with his agent. The authority

of the agent is more liberally construed when it is to be gathered from irregular correspondence, or the conduct of the parties, than where it is particularly defined by a written instrument prepared for the purpose. If an agent acts in excess of his authority, his act may be ratified by the acquiescence of the principal. If by the usages of a bank or a merchant, cashiers or other employés are allowed to indorse paper and do other acts in furtherance of the business in which they are engaged, the principal will be bound. Declarations of an agent concerning the transaction in which he is acting for his principal will be binding on the principal, if made at the time and as a part of the transaction. But after the business is closed, the agent can make no such binding declarations. Factors and ships' masters may in case of urgent need dispose of perishable goods, in a way not authorized by the owner. They may also incur liabilities that will create a lien upon the goods and fix a personal responsibility upon their principal also.

§ 529.

Undisclosed principal.-Where the agent makes the contract in his own name without disclosing the name of his principal, while the agent is himself liable, the principal is also liable, and the third party upon discovering him may hold him liable upon the contract, although he can not hold both the agent and the undisclosed principal. He must elect which one he will hold. So the principal may come in and claim the benefits of the contract. However, if the principal or the third party have settled in good faith with the agent, they are thereby discharged from further responsibility. The theory of the undisclosed principal is not applicable to contracts under seal nor to negotiable instruments.

§ 530. Duties between principals and agents.-The

relation of principal and agent is one of trust. The agent is bound to the same degree of fidelity and good faith as any other trustee. There are, however, certain additional obligations in this relation, owing to the fact that both principal and agent have reciprocal duties to perform, whereas the ordinary relation of trustee and beneficiary calls for performance of duties by the trustee only. The principal owes the duty to the agent not to lead him into danger or loss. For instance, a master is liable if he subjects his servant to unknown risks in machinery or buildings, and a principal is liable if he causes his agent innocently to do a wrong to another and thereby incur loss. These and the like may amount to frauds upon the servants or agents.

The duties of an agent can not ordinarily be delegated. In making contracts for his principal, he should disclose the fact that he is an agent, otherwise the person who deals with him without a knowledge of that fact may treat him as a principal. An agent who takes employment from another contracts for the use of reasonable skill and diligence in conducting the business of his principal, and if loss occurs from the fraud or insolvency of a customer, he will not be liable, if he exercised such skill and diligence. He is chargeable with all profits he may make on investments of his principal's money, and if he fails to account promptly for moneys received, he may be chargeable with interest.

§ 531. Termination of agency. The contract of agency may be determined: (1) By the expiration of the time limited by the employment. (2) By revocation by principal, except in cases where the agent has an interest in the business. (3) By the agent renouncing the agency. (4) By death, bankruptcy or insanity of principal. (5) By destruction of subject-matter, as where one

is custodian of buildings which are destroyed. (6) By the performance of the task for which the agency was created.

§ 532. Powers of attorney.-A person holding a power of attorney for the purpose should not, when conveying land, affix his own name, but the name of the principal to the conveyance. Powers of attorney authorizing the conveyance of real estate should be signed and acknowledged and recorded, so that purchasers dealing with the attorneys may know the extent of their powers.

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§ 533. Growth of the relation. The relation of master and servant may exist between father and child, guardian and ward, husband and wife, or in fact any persons capable of contracting. The relation arises out of contract made between them, by which the master acquires a legal authority and control over the servant. Originally, it was only a family right of no great importance, the servant always being a member of the master's household. But with the vast development of business enterprises, the relation has been expanded to enormous dimensions, and is now one of the most important in the business world. It applies to every form of occupation in which one person's work is subject to the control and direction of another to whom he is responsible.

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