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ARTICLE VI.

Succession or Appointment of New Trustees. Section

Section 2287. Appointment by court to 2288. Survivorship between cofill vacancy.

trustees.
2289. Superior court trustee.

2287. The superior court must appoint a trustee whenever there is a vacancy, and the declaration of trust does not provide a practical method of appointment. In all cases of appointment of any trustee or trustees by any court, if the cestui que trustent, or any one of them are of the age of fourteen years, they, or the one or more of them of the age of fourteen years, may make nomination, to the court, and unless such nominee or nominees are incompetent, upon one or more of the grounds of incompetency specified in section 1350 of the Code of Civil Procedure of California, to discharge the duties of trustee, the court must appoint such nominee, or nominees, as trustee, or trustees as the case may be. 1913–395.

2288. On the death, renunciation, or discharge of one of several co-trustees the trust survives to the others.

2289 When a trust exists without any appointed trustee, or where all the trustees renounce, die, or are discharged, the superior court of the county where the trust property, or some portion thereof, is situated, must appoint another trustee, and direct the execut

he trust. . The court may, in its discretion, appoint

T the original number, or any less number of trustees, 1880-8.

TITLE IX.

Agency. Chapter I. Agency in General.

II. Particular Agencies..

CHAPTER I.

Agency in General.
Article I. Definition of Agency.

II. Authority of Agents.
III. Mutual Obligations of Principals and Third Persons.
IV. Obligations of Agents to Third Persons.

V. Delegation of Agency.
VI. Termination of Agency.

ARTICLE 1.

Definition of Agency. Section

Section 2295. Agency.

2298. Actual or ostensible. 2296. Who may appoint and who 2299. Actual agency. may be.

2300. Ostensible agency. 2297. General or special.

2295. An agent is one who represents another, called the principal, in dealings with third persons. Such representation is called agency.

2296. Any person having capacity to contract may appoint an agent, and any person may be an agent.

2297. An agent for a particular act or transaction is called a special agent. All others are general agents.

2298. An agency is either actual or ostensible.

2299. An agency is actual when the agent is really employed by the principal.

2300. An agency is ostensible when the principal intentionally, or by want of ordinary care, causes a third person to believe another to be his agent who is not really employed by him.

ARTICLE II.

Authority of Agents. Section

Section 2304. What authority may be con- 2318. Agent's authority as to perferred.

sons having notice of re2305. Agent may perform acts re strictions upon it.

quired of principal by code. 2319. Agent's necessary authority. 2306. Agent cannot have author- 2320. Agent's power to disobey inity to defraud principal.

structions. 2307. Creation of agency.

2321. Authority to be construed 2308. Consideration unnecessary. by its specific, rather than 2309. Form of authority.

by its general terms. 2310. Ratification of agent's act. 2322. Exceptions to general 2311. Ratification of part of a

authority. transaction.

2323. What included in authority 2312. When ratification void.

to sell personal property. 2313. Ratification not to work in- 2324. What included in authority jury to third persons.

to sell real property. 2314. Rescission of ratification. 2325. Authority of general agent 2315. Measure of agent's author

to receive price of property. ity.

2326. Authority of special agent 2316. Actual authority, what.

to receive price. 2317. Ostensible authority, what.

2304. An agent may be authorized to do any acts which his principal might do, except those to which the latter is bound to give his personal attention.

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.

2306. An agent can never have authority, either 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.

2307. An agency may be created, and an authority may be conferred, by a precedent authorization or a subsequent ratification.

2308. A consideration is not necessary to make an authority, whether precedent or subsequent, binding upon the principal.

2309. 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.

2310. A ratification can be made only in the 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.

2311. Ratification of part of an indivisible transaction is a ratification of the whole.

2312. A ratification is not valid unless, at the time of ratifying the act done, the principal has power to confer authority for such an act.

2313. No unauthorized act can be made valid, retroactively, to the prejudice of third persons, without their consent.

23144 A ratification may be rescinded when made 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.

2315. An agent has such authority as the principal, actually or ostensibly, confers upon him.

2316. Actual authority is such as a principal intentionally confers upon the agent, or intentionally, or by want of ordinary care, allows the agent to believe himself to possess.

2317. 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.

2318. Every agent has actually such authority as 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.

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 reasonable diligence on the part of the person to whom the representation is made. : 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.

2321. When an authority is given partly in general and partly in specific terms, the general authority gives no higher powers than those specifically mentioned.

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 article two, chapter one, of the last title.

2323. An authority to sell personal property includes authority to warrant the title of the principal, and the quality and quantity of the property.

2324. An authority to sell and convey real property includes authority to give the usual covenants of warranty.

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.

2326. A special agent to sell has authority to receive the price on delivery of the thing sold, but not afterwards.

ARTICLE III.

Mutual Obligations of Principals and Third Persons. Section

Section 2330. Principal, how affected by 2335. When exclusive credit is

acts of agent within the given to agent.

scope of his authority. 2336. Rights of person who deals 2331. Principal, when bound by with agent without knowl

incomplete execution of au edge of agency.
thority.

2337. Instrument intended to bind 2332. Notice to agent when notice principal does bind him. to principal.

2338. Principal's responsibility 2333. Obligation of principal for agent's negligence or when agent exceeds his au

omission. thority.

2339. Principal's responsibility 2334. For acts done under a mere for wrongs willfully comly ostensible authority.

itted by the agent.

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.

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.

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.

2333. When an agent exceeds his authority, his principal is bound by his authorized acts so far only as they can be plainly separated from those which are unauthorized.

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 want of ordinary care, incurred a liability or parted with value, upon the faith thereof. 1905—616.

2335. If exclusive credit is given to an agent by the person deal- . ing 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.

2336. One who deals with an agent without knowing or having

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