in 



AGENT. 



AGENT. 



It does not however extend to such losses by fire, robbery, or otherwise, 

 as are purely accidental, and happen by no default of his own. 



If an agent'* negligence is so gross, or his deviation from his 

 authority so great, as to amount to a breach of duty, that is, to a breach 

 of the contract which the law, as we have seen, implies between 

 them, the agent is liable to an action. 



An agent must keep a regular account of his dealings on behalf of 

 his principal, communicate the results from time to time, and account 

 h'infstly when called upon. 



An agent is not in general accountable for money until he has 

 actually received it, unless he has by improper credit, or by other 

 misconduct, occasioned a delay of payment. But an agent acting under 

 a commission Del credere, that is, one who lias undertaken to be surety 

 to his principal for the solvency of the persons whom he deals with, is, 

 in their default, accountable for the debt. If an agent has received 

 nullify on In-half of his principal, he is bound to take care of it ; and if 

 any loss is occasioned by the fraud or failure of third persons, he will, 

 unlrss his conduct be warranted by his instructions, or the usage of 

 trade, be bound to make it good. 



The agent must account for any interest which has been made upon 

 the balance in his hands ; and for all profit which he may have derived 

 U dmling or speculating with the effects of his principal. 



It is the duty of an agent to apprise his principal, with all con- 

 venient expedition, of nil material acts done or contracts concluded by 

 hint. 



The conduct of an agent, confidentially intrusted and relied on for 

 counsel and direction as an attorney, for instance is liable to a 

 stricter investigation, if he in any way acts improperly. 



We now consider what are the duties of the principal to his agent ; 

 or what are the rights of an agent against his principal. 



An agent is entitled to his commission ; that is, a remuneration in 

 return for hi services. The amount of commission is usually deter- 

 mined by agreement ; sometimes it is regulated by the usage of trade ; 

 and in some few cases it is limited by Act of Parliament, but the 

 principle on which this legislation wan founded has long been con- 

 sidered unsound. 



An agent may forfeit his right to commission by misconduct : as, if 

 he keeps no account ; if he makes himself an adverse party to his 

 principal ; or if, in consequence of his negligence or unskilfulness, no 

 benefit accrues to the principal from the services performed. 



An agent is also entitled to be reimbursed all such advances made 

 on behalf of his principal, as are justified by his authority, whether 

 expressed or implied, or subsequently sanctioned by his principal. 

 AIM! cases may sometimes occur of urgent danger, when there are no 

 nf referring for instructions, in which an agent is justified in 

 milking advances without particular directions. If, on account of the 

 lateness of the season, or other good cause, he insures the cargo with- 

 out orders, he is entitled to charge his principal with the premium, 

 and in such case the assent of the principal would be inferred from 

 very slight circumstances. 



An agent has a lien upon the property of his principal ; that is, a 

 right to retain possession of it till his demand is satisfied. [LiKN.] 



It remains to explain the consequences of the relation of principal 

 and agent, as between the parties and third persons : and, first, as 

 between the principal and third persons ; and, secondly, as between the 

 .r.< and third persona. 



It is a general rule that the act of the agent is to be considered as 

 tin- act of the principal. A bargain or agreement entered into by an 

 agent therefore binds his principal, whether it tends to his benefit or his 

 disadvantage : and, in order to have this effect, it is not necessary that it 

 'hiMild be within the agent's real authority, either express or implied, 

 pnividi'd it !>< within what may be called his apparent authority that is, 

 pruvided it is such as the person dealing with the agent might reasonably 

 presume to be within his authority. An authority may be presumed 

 from the principal's having previously authorised or sanctioned dealings 

 of the same nature. Thus, if a person has been in the habit of employ- 

 ing another to do any act, as, for instance, to draw or indorse bills, 

 he will be answerable for any subsequent acts of the same nature, at 

 least, until it is known, or may reasonably be presumed, that the 

 authority which he had given has ceased. An authority may likewise 

 be presumed from the conduct of the principal, with reference to the 

 object-matter of the transaction in question. For if a person autho- 

 rise* another to assume the apparent right of engaging in any transac- 

 tiimi. the apparent authority must, as far as regards the righto of third 

 penmus, be considered as the real authority. Thus, a broker employed 

 to purchase has no authority to sell ; and if he does, his employer may 

 - the sale was in open market) reclaim the goods so sold, into 

 IT hands they may have come. But if the principal has 

 permitted the broker to assume the apparent right of selling the 

 In; will be bound by a sale so apparently authorised. 



l'l>n the same principle, when a </tnrral agent is employed, that 

 is, an agent authorised to transact all his employer's business of a par- 

 ticular kind, as to buy and sell certain wares, or to negociate certain 

 contract*, he must be presumed to have all the authority usually 

 -wd by agents of the same kind in the ordinary course of 

 thrir employment : and though the principal may have limited his real 

 authoritv by . \|>n-s instructions, yet he will not thereby be discharged 

 from obligations incurred in the ordinary course of trade towards 



ARTS AMD CI. DIV. VOL. I. 



persons who have dealt with the agent without any knowledge of such 

 limitation. Thus where an agent purchases goods on credit, the 

 seller may come on the principal for payment : and this right cannot 

 be affected by any private agreement between the principal and agent, 

 by which the agent may have stipulated to be liable to the seller. 



Although the agent is, in all these cases, ultimately answerable to 

 his employer for any damage that may follow from his having entered 

 into an engagement not within his authority ; yet the principal is, in 

 the first instance, bound to keep an engagement so entered into by his 

 agent upon a reasonable presumption of authority. 



But in the case of a special agent (that is, of a person appointed merely 

 to do certain particular acts), as no presumption of authority can arise 

 from usage of trade, the principal will not be bound by any act not 

 within the real authority of the agent ; those who deal with the agent 

 must ascertain what his authority actually is. 



The agreement made by an agent, and all his dealings in connection 

 w r ith it, provided they are within his real or apparent authority, are 

 binding on the principal. The representations made by an agent, at 

 the time of entering into an agreement, (if they constitute a part of 

 such agreement, or are in any way the foundation of or inducement to 

 it), and, in many cases, even the admissions of an agent as to anything 

 directly within the course of his employment, will have the same effect 

 as if such representations or admissions had been made by the principal 

 himself. If notice of any fact is given, or if goods are delivered to an 

 agent, it will be considered as notice or delivery to the principal. And 

 in general, payment to an agent has the same effect as if it had been 

 made to the principal. But such payment must be warranted by the 

 apparent authority of his agent. If money is due on a written security, 

 as long as the security remains in the hands of an agent it is to lie 

 presumed that he is authorised to receive the money : but if he has 

 not the security in his possession, the debtor will be liable, in case the 

 agent should not account for it to his principal, to pay it over again. 



If the principal gives notice to the buyer not to pay the money to 

 the factor with whom he made the bargain, he will in general not be 

 justified in doing so ; but if the factor had a lien upon the goods for 

 his general balance, he has a right to require the buyer to pay him 

 instead of his principal ; and such payment, notwithstanding any notice 

 given by the principal, will be a discharge of the debt. 



A principal is in general liable for all damage occasioned to third 

 persons by the negligence or unskilfulness of his agent, when he acts 

 within the scope of his employment ; and for any misconduct or fraud 

 committed by him, if it be either at his express command or within 

 the limits of his implied authority. From this liability however persons 

 are exempted who, though they appear iu some degree in the character 

 of principals, yet have no power in the appointment of those who act 

 under them. Thus, the postmasters-general, and persons at the head 

 of other public offices, have been held not to be liable for the conduct 

 of their inferior officers. The owners and masters of vessels are also by 

 statute released from liability to third persons from the negligence or 

 unskilfulness of the pilots by whom the vsesels are navigated into port. 



It remains to state what are the effects of the relation of principal 

 and agent, as between the agent and third persons. 



An agent is not in general personally responsible on any contract 

 entered into by him on behalf of his principal ; but there are several 

 exceptions to this rule. For if an agent has so far exceeded his 

 authority that his principal is not bound by his act, the agent is liable. 

 And an agent is also liable when the contract was made with him not 

 as agent. If in any contract made on behalf of his principal, the agent 

 binds himself, or if the circumstances of the transaction are such that 

 the credit was originally given to him, and not to the principal 

 (whether such principal were known at the time or not), the agent will 

 be liable, in the first instance, to the persons with whom he has dealt. 



When an agent acts in his own name, and gives no notice of his 

 being employed in behalf of another person, he is to be considered as 

 the principal, and the persons who have dealt with him have the same 

 rights against him as if he actually were so. In an action by the prin- 

 cipal on demand arising from such transactions, they may set off a debt 

 due from the agent himself ; which they could not have done, if they 

 had known that he acted only as an agent. And if he afterwards 

 discloses his principal, he is not discharged from his liability ; those 

 with whom he has dealt may, at their option, either sue him on his 

 personal contract, or the principal upon the contract of his agent. 



An agent is responsible to third persons for any tmmgful acts, 

 whether done by the authority of his principal or not ; and in most 

 instances the person injured may seek compensation either from the 

 principal or the agent, at his option. 



An agent cannot delegate his authority to another, but he may 

 employ other persons under him to perform his own engagements, and 

 the original agent is responsible to his principal as well for the conduct 

 of such sub-agents as for his own : but with respect to damage sustained 

 by third persons from the wrongful acts of such sub-agents, the 

 damages must be recovered either from the person who did the injury, 

 or from the principal, for whom the act was done. The original agent 

 is responsible to third persons only for his own acts, and such as are 

 done by his command. 



If an agent who is intrusted with money or valuable security, with 

 written directions to apply the same in any particular manner, converts 

 it to his own use ; or if an agent who is intrusted with any chattel, 



