What au thority may SECTION 2318. Agent's authority as to persons having notice of restrietions upon it. 2319. Agent's necessary authority. 2320. Agent's power to disobey instructions. 2321. Authority to be construed by its specific, rather than by its general terms. 2322. Exceptions to general authority. 2323. What included in authority to sell personal property. 2324. What included in authority to sell real property. 2325. Authority of general agent to receive price of property. 2326. Authority of special agent to receive price. SEC. 2304. An agent may be authorized to do any acts be conferred which his principal might do, except those to which the latter is bound to give his personal attention. Agent may perform acts required of principal by Code. Agent can. not have N. Y. C. C., Sec. 1222. SEC. 2305. Every act which, according to this Code, may be done by or to any person, may be done by or to the agent of such person for that purpose, unless a contrary intention clearly appears. N. Y. C. C., Sec. 1223. SEC. 2306. An agent can never have authority, either authority to actual or ostensible, to do an act which is, and is known or suspected by the person with whom he deals, to be a fraud upon the principal. • defraud principal. Creation of agency. Considera tion unnecessary. N. Y. C. C., Sec. 1224. SEO. 2307. An agency may be created, and an authority may be conferred, by a precedent authorization or a subsequent ratification. N. Y. C. C., Sec. 1225. SEC. 2308. A consideration is not necessary to make an authority, whether precedent or subsequent, binding upon the principal. Form of authority. SEC. 2309. N. Y. C. C., Sec. 1226. An oral authorization is sufficient for any purpose, except that an authority to enter into a contract [required by law to be in writing] can only be given by an instrument [in writing]. N. Y. C. C., Sec. 1227. NOTE. The words "under seal" and "under seal," struck out of Sec. 1227 (N. Y. C. C.), and those in brackets inserted, and the second subdivision omitted, as included in this section. of agent's act. SEC. 2310. A ratification can be made only in the Ratification manner that would have been necessary to confer an original authority for the act ratified, or where an oral authorization would suffice, by accepting or retaining the benefit of the act, with notice thereof. N. Y. C. C., Sec. 1228. SEC. 2311. Ratification of part of an indivisible trans- Ratification action is a ratification of the whole. of part of a transaction. N. Y. C. C., Sec. 1229. SEC. 2312. cation void. A ratification is not valid unless, at the When ratifitime of ratifying the act done, the principal has power to confer authority for such an act. M'Cracken vs. San Francisco, 16 Cal., 591. N. Y. C. C., Sec. 1230. Ratification not to work SEC. 2313. No unauthorized act can be made valid, retroactively, to the prejudice of third persons, without injury to their consent. This is, perhaps, a broader rule than at present exists. But great difficulty has been felt in attempting to reconcile the cases (see Story Ag., Secs. 246, 247; Bliss vs. Cottle, 32 Barb., 322; Bird vs. Brown, 4 Exch., 786; Wilson vs. Tumman, 6 M. & G., 236; Palmer vs. Stephens, 1 Denio, 481; Rossiter vs. Rossiter, 8 Wend., 499). In Buron vs. Denman (2 Exch., 167), the defendant had committed a trespass, which the English Government expressly ratified. This was held to relieve the defendant from responsibility. In Lucas vs. Wilkinson (1 II. & N., 420), it was held that an act expressly done on behalf of A could not be ratified and adopted by B, to the prejudice of C. N. Y. C. C., Sec. 1231. third per ratification. SEC. 2314. A ratification may be rescinded when made Rescission of without such consent as is required in a contract, or with an imperfect knowledge of the material facts of the transaction ratified, but not otherwise. N. Y. C. C., Sec. 1232. SEC. 2315. An agent has such authority as the princi. Measure pal, actually or ostensibly, confers upon him. N. Y. C. C., Sec. 1233. of agent's authority. thority, what SEC. 2316. Actual authority is such as a principal Actual auintentionally confers upon the agent, or intentionally, or by want of ordinary care, allows the agent to believe himself to possess. N. Y. C. C., Sec. 1234. Ostensible authority, what. SEC. 2317. Agent's au thority as to ing notice of restric tions upon it. Ostensible authority is such as a principal, intentionally or by want of ordinary care, causes or allows a third person to believe the agent to possess. N. Y. C. C., Sec. 1235. SEC. 2318 Every agent has actually such authority as persons hav- is defined by this Title, unless specially deprived thereof by his principal, and has even then such authority ostensibly, except as to persons who have actual or constructive notice of the restriction upon his authority. Agent's necessary authority. Agent's power to disobey instructions. Authority to be construed by its specific, rather than by its general terms. Exceptions to general authority. N. Y. C. C., Sec. 1236. SEC. 2319. An agent has authority 1. To do everything necessary, or proper and usual in the ordinary course of business, for effecting the purpose of his agency; and, 2. To make a representation respecting any matter of fact, not including the terms of his authority, but upon which his right to use his authority depends, and the truth of which cannot be determined by the use of rea sonable diligence on the part of the person to whom the representation is made. N. Y. C. C., Sec. 1237, SEC. 2320. An agent has power to disobey instructions in dealing with the subject of the agency, in cases where it is clearly for the interest of his principal that he should do so, and there is not time to communicate with the principal. N. Y. C. C., Sec. 1238. SEC. 2321. When an authority is given partly in gen eral and partly in specific terms, the general authority gives no higher powers than those specifically mentioned. N. Y. C. C., Sec. 1239. SEC. 2322. An authority expressed in general terms, however broad, does not authorize an agent 1. To act in his own name, unless it is the usual course of business to do so. 2. To define the scope of his agency; or, 3. To do any act which a trustee is forbidden to do by Art. II, of Chap. I, of the last Title. N. Y. C. C., Sec. 1240. SEC. 2323. An authority to sell personal property includes authority to warrant the title of the principal, and the quality and quantity of the property. N. Y. C. C., Sec. 1241. SFC. 2324. An authority to sell and convey real property includes authority to give the usual covenants of warranty [or the Code Covenants]. N. Y. C. C., Sec. 1242. SEC. 2325. A general agent to sell, who is intrusted by the principal with the possession of the thing sold, has authority to receive the price. N. Y. C. C., Sec. 1243. SEC. 2326. A special agent to sell has authority to receive the price on delivery of the thing sold, but not afterwards. N. Y. C. C., Sec. 1244. ARTICLE III. MUTUAL OBLIGATIONS OF PRINCIPALS AND THIRD PERSONS. SECTION 2330. Principal, how affected by acts of agent within the scope of 2331. Principal, when bound by incomplete execution of authority. 2333. Obligation of principal when agent exceeds his authority. 2335. When exclusive credit is given to agent. 2336. Rights of person who deals with agent without knowledge of his agency. 2337. Principal's responsibility for agent's negligence or omission. the agent. SEC. 2330. An agent represents his principal for all purposes within the scope of his actual or ostensible 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. N. Y. C. C., Sec. 1245. Obligation of principal SEC. 2331. A principal is bound by an incomplete execution of an authority, when it is consistent with the whole purpose and scope thereof, but not otherwise. N. Y. C. C., Sec. 1246. SEC. 2332. 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. N. Y. C. C., Sec. 1247. SEC. 2333. 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. exceeds his authority. For acts done under a merely o tensible authority. When exclugive credit is given to agent. Rights of person who deals with agent without knowl. edge of his agency. N. Y. C. C., Sec. 1248. SEC. 2334. 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 neg ligence, incurred a liability, or parted with value, upon the faith thereof. N. Y. C. C., Sec. 1249. SEC. 2335. If exclusive credit is given to an agent by the person dealing with him, his principal is exonerated 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. N. Y. C. C., Sec. 1250. SEC. 2336. 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. N. Y. C. C., Sec. 1251. |