SECTION 1250. When exclusive credit is given to agent. 1251. Rights of person who deals with agent without knowledge 1252. Effect of a written instrument by which the agent interds 1253. Principal's responsibility for agent's negligence or omission. S1245. An agent represents his principal for all purposes within the scope of his actual or ostensible1 authority, and all the rights and liabilities which would accrue to the agent from transactions within such limit, if they had been entered into on his own account, accrue to the principal. 'Rourke v. Story, 4 E. D. Smith, 54; Hatch v. Taylor, 10 N. H., 538; Farm. & M. B'k v. Butch. & Drov. when bound by S1246. A principal is bound by an incomplete exe- Principal, cution of an authority, when it is consistent with the whole purpose and scope thereof, but not otherwise. execution Story Agency, SS 171, 180. S1247. As against a principal, both principal and agent are deemed to have notice of whatever either has notice of, and ought, in good faith and the exercise of ordinary care and diligence, to communicate to the other.3 'Fulton Bank v. Sharon Canal Co., 4 Paige, 137; Bank of U. S. v. Davis, 2 Hill, 464; Stewart v. Stewart, 6 This rule has been declared in a well considered opinion incomplete of authority Notice to notice to agent, when principal. Obligation of principal exceeds his authority. See Weisser v. Denison, 10 N. Y.. 68; Hood v. Fahnestock, 8 Watts, 489; Bracken v. Miller, 4 Watts & S., 102. Thus, notice to an agent, before his employment as such, does not affect the principal (Fuller v. Bennett, 2 Hare, 402; Worsley v. Scarborough, 3 Atk., 392; and cases before cited). S1248. When an agent exceeds his authority, his when agent principal is bound by his authorized acts so far only as they can be plainly separated from those which are unauthorized. For acts done under a merely ostensible authority. When exclusive cre § 1249. A principal is bound by acts of his agent, under a merely ostensible authority, to those persons only who have in good faith, and without ordinary negligence, incurred a liability, or parted with value, upon the faith thereof. See Mechanics' Bank v. New Haven R. R., 13 N. Y., 611; $1250. If exclusive credit is given to an agent by dit is given the person dealing with him, his principal is exonerat to agent. Rights of person who deals agent with ledge of his out know. agency. ed by payment or other satisfaction made by him to his agent in good faith, before receiving notice of the creditor's election to hold him responsible. Story Agency, § 291; Fish v. Wood, 4 E. D. Smith, 327; see Heald v. Kenworthy, 10 Exch., 739; Hyde v. Paige, 9 Barb., 150; Cheever v. Smith, 15 Johns., 276; French v. Price, 24 Pick., 13; Fitler v. Commonwealth, 31 Penn. St., 406. If such credit is not given to the agent, mere delay in calling upon the principal does not exonerate him (Macfarlane v. Giannacopulo, 3 H. & N., 860). 1251. One who deals with an agent, without knowing or having reason to believe that the agent acts as such in the transaction, may set off, against any claim of the principal arising out of the same, all claims which he might have set off against the agent before notice of the agency. Hogan v. Shorb, 24 Wend., 458; George v. Clagett, 7 T. R., 359; see Taintor v. Prendergast, 3 Hill, 72; Ferrand v. Bischoffsheim, 4 C. B. (N. S.), 710; Heald v. Kenworthy, 10 Exch., 739; Smethurst v. Mitchell, 1 EL & El., 630. written in by which S1252. Any instrument within the scope of his Effect of a authority, whether under seal or not, by which an agent intends to bind his principal, does bind him, if such intent is plainly inferable from the instrument itself. This section belongs perhaps to the general subject of strument the agent bind the intends to principal. responsi bility for ligence or agent's neg omission. S 1253. Unless required by or under the authority Principal's of law to employ that particular agent,' a principal is responsible to third persons for the negligence of his agent in the transaction of the business of the agency, including wrongful acts committed by such agent in, and as a part of, the transaction of such business; and for his willful omission to fulfill the obligations of the principal.* Sadler v. Drew v. Sixth Av. R. R. Co., 26 N. Y., 49; Chase v. N. Y. Central R. R. Co., 26 N. Y., 523; San- Weed v. Panama R. R., 17 N. Y., 362; Story Agency, responsi wrongs S1254. A principal is responsible for no other Principal's wrongs committed by his agent, than those men- bility for tioned in the last section, unless he has authorized willfully or ratified them,' even though they are committed by the while the agent is engaged in his service.2 'Steele v. Smith, 3 E. D. Smith, 321; Eastern C. R. R. v. Brown, 6 Exch., 314; Chilton v. Croydon R. R., Story Ag., 456; Church v. Mansfield, 20 Conn., 284; committed agent. Warranty of author ity. Agent's responsibility to third persons. ARTICLE IV. OBLIGATIONS OF AGENTS TO THIRD PERSONS. SECTION 1255. Warranty of authority. 1256. Agent's responsibility to third persons. 1257. Obligation of agent to surrender property to third person. 1258. Agent not having capacity to contract. S1255. One who assumes to act as an agent thereby warrants, to all who deal with him in that capacity, that he has the authority which he assumes. White v. Madison, 26 N. Y., 117; Collen v. Wright, 8 E. & B., 647; 7 id., 301; see Walker v. Bank of N. Y., 9 id., 582; Jenkins v. Hutchinson, 13 Q. B., 744; Jefts v. York, 10 Cush., 395; Polhill v. Walter, 3 B. & Ad., 114. The exception established in Smout #. Ilbery (10 M. & W., 1), is not necessary to be retained, under the change which is proposed as to the termination of agency. S 1256. One who assumes to act as an agent is responsible to third persons as a principal for his acts in the course of his agency, in any of the following cases, and in no others :' 1. When, with his consent, credit is given to him personally in a transaction;2 2. When he enters into a written contract in the name of his principal, without believing, in good faith, that he has authority to do so; or, 3. When his acts are wrongful in their nature.* 1 Story's Agency, §§ 261, 310. See Kirkpatrick v. Stainer, 22 Wend., 244; Green v. Kopke, 18 C. B., 549; Smout v. Ilbery, 10 M. & W., 1. Sto. Ag., § 288. This provision includes the cases in which an agent does not disclose the fact of his agency (Waring v. Mason, 18 Wend., 434; Sto. Ag, § 266); those in which the fact of the agency is known, but the principal is unknown (Mills v. Hunt, 20 Wend., 431; Sto. Ag., § 267); or where the agent makes himself a party to the contract (Higgins v. Senior, 8 M. & W., 834; Tanner v. Christian, 4 E. & B., 591; Lennard v. Robinson, 5 E. & B., 125; Pentz v. Stanton, 10 Wend., 271). In all cases the question is, "to whom was the credit given?" (Green v. Kopke, 18 C. B., 549; Mahony v. Kekulé, 14 id., Sto. Ag., §§ 311, 312. The maxium respondeat superior S 1257. If an agent receives anything for the benefit of his principal, to the possession of which another person is entitled, he must, on demand, surrender it to such person, or so much of it as he has under his control at the time of demand, on being indemnified for any advance which he has made to his principal, in good faith, on account of the same; and is responsible therefor, if, after notice from the owner, he delivers it to his principal. 1 Story's Agency, § 300. 2 Hearsey v Pruyn, 7 Johns., 179. S1258. The provisions of this article are subject to the provisions of Part I of the First Division of this Code. |