An authority is, as to its nature, either express or implied; as to its extent it is either general or special. We shall first consider what is meant by the terms a general authority and a special authority. There is little difficulty in understanding the ordinary meaning of those terms. Some confusion, however, is apt to arise from the fact that what is a special authority as between the principal and the agent may be a general authority when third parties are concerned. This consequence is due to the operation of the rules established with respect to the effect upon the principal's liabilities of allowing the agent to assume wider authority than his express instructions warranted, these instructions being un

'See ante, p. 2; post, p. 140.

known to third parties. Taking the terms as they stand, a general authority may be defined as an authority to act in a certain character; and a special authority as an authority to do a particular act. In the former case the authority-unless it is restricted to a smalier limit, and the restriction is *known [102*] or ought to be known to third parties carries with it all the ordinary powers incident to that character; whilst in the case of a special authority, the agent's power is directly derived from the principal, and limited accordingly. This appears to be the fundamental distinction between the two kinds of authority. In practice, nevertheless, it often becomes a matter of difficulty to determine whether an authority is special or general. And in order to determine whether or not a principal is liable it may be necessary to consider, first, whether the agent's authority was general or special; and secondly, whether his acts were within the apparent scope of his authority.

The remarks of the judges and text-writers express with sufficient clearness the meaning of the above expressions. They are almost uniform in distinguishing between an authority to do a single act and an authority to do all acts connected with a particular employment. This will be evident from a few instances.

The distinction drawn by Lord Ellenborough between a general and special or particular authority is that the former imports not an unqualified authority, but an authority which is derived from a multitude of instances, whereas the latter is confined to an individual instance (a). The distinction drawn by Paley is that an authority is general or special with reference to its object, i. e., according as it is confined to a single act, or is extended to all acts connected with a particular employment (b). Story adopts the same distinction. A special agency properly exists where there is a delegation of authority to do a single act; a general agency properly exists where there is a delegation to do all acts connected with a particular trade, business or employment (c).1

(a) Whitehead v. Tuckett, 15 East, 408 (decided in 1812).

(b) Paley on Agency, 2. (c) Story on Agency, sect. 17. 'See the above distinction illustrated in the following cases: Beals v. Allen, 18 John. 363; Martin v. Farnsworth,

49 N. Y. 555; Ladd v. Town of Franklin, 37 Conn. 53; Gulick v. Grover, 33 N. J. Law, 463; Dart v. Hercules, 57 Ill. 446; Baxter v. Lamont, 60 id. 237; U. S. Life Ins. Co. v. The Advance Co. 80 id. 549; Butler v. Maples, 9 Wall. 766; Fatman v. Leet, 41 Ind. 133; Cru

Again, it is said by a learned writer that a comparison of the various dicta and decisions would seem to lead to the conclusion that by the term general agent, in our law, is meant, either first, a person who is appointed by the principal to transact all his business of a particular kind; or, secondly, an agent who is himself engaged in a certain trade or business, and who is employed by his principal to do certain acts for him in the course of that trade or business (d). This distinction, however, though it may be [103*] useful in considering the modes in which a *general authority may be conferred, is of no use in an attempt to define

the term.

The difficulties then which have arisen in considering the extent of an agent's authority, are, as has been already remarked, due in some degree to an incongruity existing between the apparent and the express authority of the agent. In considering the extent of his authority it is not enough, under all circumstances, to ask whether the authority is general or special. We must learn whether the question at issue concerns the relative rights of the principal and agent only, or the principal and third parties. In the former case the answer to that question would mark out the limits of that authority; not so in the latter case.

In Edmunds v. Bushell and Jones (e), decided in 1865, the

zan v. Smith, 41 Ind. 288; Palmer v. Cheney, 35 Iowa, 281; Golding v. Merchant, 43 Ala. 705; Cresent City Bank v. Hernandez, 25 La. Ann. 43; Lattomus v. Farmers' M. F. Ins. Co. 3 Houst. 404; Willard v. Buckingham, 36 Conn. 395; Atlantic & P. R. R. Co. v. Reisner, 18 Kan. 458.

The facts that a person is authorized by a foreign life insurance company to solicit and take applications for insurance, to issue and deliver policies, and to receive premiums and deliver receipts for the company, do not, as matters of law, constitute him a general agent of the company, authorized to waive conditions in a policy as to payment of premiums. Merserau v. Phoenix Mut. Life Ins. Co. 66 N. Y. 274. See Southern Life Ins. Co. v. Booker, 9 Heisk. 606;

Little v. Phoenix Ins. Co. 123 Mass. 380.

A live stock broker was directed by letter to buy 2,000 hogs of a certain description and price, to be delivered at a specified place and dates: Held, that if the letter was the only authority the broker had to buy the hogs for his principal, it constituted him a special agent with authority only to bind his principal as specified in the letter; and that the rule that if one who is himself engaged in a particular calling or business, be employed to do certain acts for his employer in that trade or business, he will be with respect to his employment, a general agent, had no application to the facts of this case. Bell v. Offutt, 10 Bush, 632.

(d) Russell on Mercantile Agents, 62. (e) L. R., 1 Q. B. 97.

defendant J. carried on business in two different towns. In one, where he traded as B. and Co., he employed the defendant B. as his manager, and to carry it on in his own name. It was proved that the drawing and accepting bills of exchange was incidental to the carrying on of a business of the like kind. There was an agreement between B. and J. that B. should neither accept nor draw bills. Contrary to this agreement B. accepted a bill in the name of "B. and Co." The bill was taken by a banking company for a valuable consideration. B. was shortly afterwards dismissed. It had been further stipulated between B. and J. that B. should receive as salary one-half of the net profit derived from the business carried on in his name. At the trial, before Mr. Justice Crompton, the jury gave a verdict for the plaintiff, leave being reserved to enter a verdict for the defendant, if the court should be of opinion that there was no reasonable evidence of the defendant J.'s liability. The rule was refused. In support of the motion an attempt was made to make the liability of J. depend upon whether B. had or had not been held out as a partner; but the Lord Chief Justice pointed out that the case was not one of nominal partners, but was a question of agency. "The case," said Cockburn, C. J., "falls within the well-established principle, that if a person employs another as an agent in a character which involves a particular authority, he cannot, by a secret reservation, divest him of that authority. It is clear, therefore, that B. must be taken to have had authority to do whatever was necessary as incidental to *carrying on the business; and to draw and accept bills of [104*] exchange is incidental to it, and B. cannot be divested of the apparent authority as against third persons by a secret reservation." Mellor and Shee, JJ., concurred. "The case," said the former learned judge, "differs from those in which the question turns upon the fact whether A. or B. is a partner in the same firm. Here J. puts forward B. as principal, and it is in the name of B. and Co. that the business is carried on. It is not a question of partnership, but whether B., who has been held out to everybody as a partner, has authority to bind J. It would be very dangerous to hold that a person who allows an agent to act as a principal in carrying on a business, and invests him with an apparent authority to enter into contracts incidental to it, could limit that authority by a secret reservation."

Here the character in which the agent was allowed to act involved the exercise of a larger authority than that which the principal had directly granted.

In Smith v. M'Guire (f), decided by the Court of Exchequer, in 1858, the principles applicable to this branch of law were very fully considered. This was an action upon a charter-party. It appeared at the trial, before Martin, B., that the defendant had formerly carried on business at Limerick as a corn merchant. He left that place for London, but gave his brother (the defendant M.) charge of the Limerick business, and allowed his name to remain over the door. During the following three years M. bought quantities of corn, and chartered numerous ships on account of the defendant, who usually sent him special instructions upon each occasion. In 1858 M. chartered a ship to carry a cargo of oats to London, on her return from Quebec, signing the charter-party "per procuration." The present action was brought against the defendant for not loading a cargo pursuant to the charter-party, and the learned judge left it to the jury to say whether the defendant had allowed M. to act as his general agent. The full court upheld the ruling. The principle of all cases of the kind was well stated by the learned Chief Baron. "If a man by his conduct holds out another as his agent, by permitting him to act in that character and deal with the world as a general agent, he must be

taken to be the general agent of the person for whom he so [105*] acts, and the latter is bound, *though in a particular in

stance the agent may have exceeded his authority. It is even so in the case of a special agent; as, for instance, if a man sends his servant to market to sell goods, or a horse, for a certain price, and the servant sells them for less, the master is bound by it."

There was another question in this case which related to the effect of the expression "per procuration," in compelling third parties to learn the extent of the agent's authority. "I think," said the same learned judge, "it makes no difference whatever whether the agent acts as if he were the principal, or professes to act as agent, as by signing "A. B., agent for C. D." The expression "per procuration " does not always necessarily mean that the act is done under procuration. All that it in reality means is this, (f) 3 H. & N. 554.