corporation beyond the power so conferred is void. It is manifest that a corporation, being an artificial person, can only contract by and through its agents, and the powers of these agents are determined by the laws of the state, or the articles and by-laws of the corporation, or they may be implied from the nature and functions of the officer or agent who acts for the corporation. It was an old rule of law that a corporation could only contract under its corporate seal, but the necessities of commerce have led to an abrogation of the rule, so now it may be said that within its powers to make contracts it may make them in any manner that a partnership or natural person may. It has been said that a contract of a corporation not within its charter or lawful powers is void, but this must be understood with the equitable qualification that where such contract has been executed so that the corporation has received the consideration, and is unwilling or unable to return it, it will not be heard to deny the validity of the contract. If it would rescind, it must first do equity.

§ 206. Contracts by agents.-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. 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 unlawful 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.

§ 207. 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 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.

§ 208. 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 employes 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.

§ 209. 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 con

ducting 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.

The contract of agency may be determined: (1) By the expiration of the time limited by the employment. (2) Principal may revoke it, 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.