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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.
2337. An instrument within the scope of his authority by which an agent intends to bind his principal, does bind him if such intent is plainly inferable from the instrument itself.
2338. Unless required by or under the authority 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.
2339. A principal is responsible for no other wrongs committed by his agent than those mentioned in the last section, unless he has authorized or ratified them, even though they are committed while the agent is engaged in his service.
Obligations of Agents to Third Persons. Section
Section 2342. Warranty of authority. 2344. Surrender property to, 2343. Agent's responsibility, third persons.
2345. Code provisions governing.
2342. 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. .
2343. 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. 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.
2344. 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
nified for under his control at the time of demand, on being 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.
2345. The provisions of this article are subject to the provisions of part one, division first, of this code.
Delegation of Agency. Section
Section 2349. Agent's delegation of pow. 2350. Unauthorized employment
2349. An agent, unless specially forbidden by his principal to do so, can delegate his powers to another person in any of the following cases, and in no others:
1. When the act to be done is purely mechanical;
2. When it is such as the agent cannot himself, and the subagent can lawfully perform;
3. When it is the usage of the place to delegate such powers; or,
4. When such delegation is specially authorized by the principal.
2350. If an agent employs a sub-agent without authority, the former is a principal and the latter his agent, and the principal of the former has no connection with the latter.
2351. A sug-agent, lawfully appointed, represents the principal in like manner with the original agent; and the original agent is not responsible to third persons for the acts of the sub-agent.
Termination of Agency.
Section 2355. Termination of agency. 2356. Same.
2355. An agency is terminated, as to every person having notice thereof, by:
1. The expiration of its term;
2356. Unless the power of an agent is coupled with an interest in the subject of the agency, it is terminated, as to every person having notice thereof, by:
1. Its revocation by the principal;
‘Section 2362, Authority from seller. 2363. Authority from bidder.
2362, An auctioneer, in the absence of special authorization or usage to the contrary, has authority from the seller, only as follows:
1. To sell by public auction to the highest bidder;
2. To sell for cash only, except such articles as are usually sold on credit at auction;
3. To warrant, in like manner with other agents to sell, according to section two thousand three hundred and twenty-three; . 4. To prescribę reasonable rules and terms of sale;
5. To deliver the thing sold, upon payment of the price; 6. To collect the price; and,
7. To do whatever else is necessary, or proper and usual, in the ordinary course of business, for effecting these purposes.
2363. An auctioneer has authority from a bidder at the auction, as well as from the seller, to bind both by a memorandum of the contract, as prescribed in the title on sale.
Section 2367. Factor, what.
2369. Ostensible authority. 2368. Actual authority of factor..
2367. A factor is an agent, as defined by section two thousand and twenty-six.
2368. In addition to the authority of agents in general, a factor has actual authority from his principal, unless specially restricted:
1. To insure property consigned to him uninsured;
2. To sell, on credit, anything intrusted to him for sale, except such things as it is contrary to usage to sell on credit; but not to pledge, mortgage, or barter the same; and,
3. To delegate his authority to his partner or servant, but not to any person in an independent employment.
2369. A factor has ostensible authority to deal with the property of his principal as his own, in transactions with persons not having notice of the actual ownership.
Shipmasters and Pilots. Section
Section 2373. Authority of ship-master on 2380. Authority to ransom ship. behalf of ship-owner.
2381. Abandonment terminates 2374. Authority to borrow.
master's power. 2375. Authority on behalf of 2382. Personal liability for conowners of cargo.
tracts concerning the ship. 2376. Power to make contracts. 2383. Liability for acts of persons 2377. Power to hypothecate.
employed upon the ship. 2378. Master's power to sell ship. 2384. Responsibility for negli2379. Master's power to sell
gence of pilot. cargo.
2385. Liability for cargo sold, etc. 2373. The master of a ship is a general agent for its owner in all matters concerning the same.
2374. The master of a ship has authority to borrow money on the credit of its owner, if it is necessary to enable him to complete the voyage, and if neither the owner nor his proper agent for such matters can be consulted without injurious delay.
2375. The master of a ship, during a voyage, is a general agent for each of the owners of the cargo, and has authority to do whatever they might do for the preservation of their respective interests, but he cannot sell or hypothecate the cargo, except in the cases mentioned in this article. 1873.-251.
2376. The master of a ship may procure all its necessary repairs and supplies, may engage cargo and passengers for carriage, and, in a foreign port, may enter into a charter-party and his contracts for these purposes bind the owner to the full amount of the value of the ship and freightage.
2377. The master of a ship may hypothecate the ship, freightage, and cargo, and sell part of the cargo, in the cases prescribed by the chapters on bottomry and respondentia, and in no others, except that the master may also sell the cargo, or any part of it, short of the port of destination, if found to be of such perishable nature, or in such damaged condition that if left on board or reshipped it would be entirely lost, or would seriously endanger the interests of its owners. 1873–252.
2378. When a ship, whether foreign or domestic, is seriously injured, or the voyage is otherwise broken up, beyond the possibiilty of pursuing it, the master, in case of necessity, may sell the ship without instructions from the owners, unless by the earliest use of ordinary means of communication he can inform the owners, and await their instructions.
2379. The master of a ship may sell the cargo, if the voyage is broken up beyond the possibility of pursuing it, and no other ship can be obtained to carry it to its destination, and the sale is otherwise absolutely necessary.
2380. The master of a ship, in case of its capture, may engage to pay a ronsom for it, in money or in part of the cargo, and his engagement will bind the ship, freightage, and cargo.
2381. The power of the master of a ship to bind its owner, or the owners of the cargo, ceases upon the abandonment of the ship and freightage to insurers.
2382. Unless otherwise expressly agreed, or unless the contracting parties give exclusive credit to the owner, the master of a ship is personally liable upon his contracts relative thereto, even when the owner is also liable.
2383. The master of a ship is liable to third persons for the acts or negligence of persons employed in its navigation, whether appointed by him or not, to the same extent as the owner of the ship.
· 2384. The owner or master of a ship is not responsible for the negligence of a pilot whom he is bound by law to employ; but if he is allowed an option between pilots, some of whom are competent, or is required only to pay compensation to a pilot, whether he employs him or not, he is so responsible to third persons.
2385. The owner of a ship is bound to pay to the owner of her cargo the market value at the time of arrival of the ship at the port of her destination, of that portion of her cargo which has been sold to enable the master to pay the necessary repairs and supplies of the ship. 1873–252.
Ships' Managers. Section
Section 2388. What powers manager has. 2389. What powers he has not.
2388. A ship's manager has power to make contracts requisite for the performance of his duties as such; to enter into charter-parties, or make contracts for carriage; and to settle for freightage and adjust averages.
2389. Without special authority a ship's manager cannot borrow money or give up the lien for freightage, or purchase a cargo, or bind the owners of the ship to an insurance.