within the Statute of Frauds. Nor does he guarantee the safe arrival of the money received by him in payment of the goods, and transmitted to his employer, but he must use proper caution in sending it. And if it is agreed that he shall guarantee the remittance, and charge a commission for so doing, he is liable, although he does not charge the commission. If he takes a note from the purchaser, this note is his employer's; and if he takes depreciated or bad paper, he must make it good.

A broker or factor is bound to the care and skill properly belonging to the business which he undertakes, and is responsible for the want of it.

A factor intrusted with goods may pledge them for advances to his principal, or for advances to himself to the extent of his lien for charges and commissions. And his power to pledge them, which grows out of the law-merchant, has been much enlarged by statute in many of our States.

The mere wishes or intimations of his employer, if sufficiently distinct, have the force of instructions. Thus, in New York, a principal wrote to his factor, stating that he thought there was a short supply of the goods he had consigned, and giving facts on which his opinion was founded, and concluded, "I have thought it best for you to take my pork out of the market for the present, as thirty days will make an important change in the value of the article.' This was considered by the court to be a distinct instruction, binding upon the factor; and he was therefore held liable for the loss caused by selling the pork within the thirty days.

All instructions the agent or factor must obey; but may still, as we have already stated, depart from their letter, if in good faith, and for the certain benefit of his employer, in an unforeseen exigency. Having possession of the goods, he may insure them; but is not bound to do so, nor even to advise insurance, unless requested, or unless a distinct usage makes this his duty. He has much discretion as to the time, terms, and manner of a sale, but must use this discretion in good faith; for a sale which is precipitated by him without reason and injuriously is void, as unauthorized. If he send goods to his principal without order, or contrary to his duty, the principal may return them, or, acting in good faith and for the benefit of the factor, may sell them as the factor's goods.

Although a factor charges no guaranty commission, he is liable to his principal for his own default; so he is if he sells on credit, and, when it expires, takes a note to himself; but if he takes at the time of the sale a negotiable note from a party in fair credit, and the note is afterward dishonored, this is the loss of his employer, unless the factor has guaranteed it.

If he sells the goods of many owners to one purchaser, taking a note for the whole to himself, and gets it discounted for his own use or accommodation, he is then liable without any guaranty for the payment of that note. So he is if he gets discounted for his own use a note taken wholly for his principal's goods. But he may discount the note to reimburse himself for advances, without making himself liable. If he sends his own note for the price to his employer, he must pay it.

As a factor has possession of the goods, he may use his own name in all his transactions, even in suits at law; but a broker can buy, sell, receipt, &c., only in the name of his employer. So, a factor has a lien on the goods in his hands for his advances, his expenses, and his commissions, and for the balance of his general account. And the factor may sell from time to time enough to cover his advances, unless there be something in his employment or in his instructions from which it may be inferred that he had agreed not to do so. But a broker, having no possession, has no lien. The broker may act for both parties, with the knowledge and consent of both, but not otherwise, and often does so. But, from the nature of his employment, a factor should act only for the party employing him.

A broker has no authority to receive payment for the goods he sells, unless that authority be given him, expressly or by usage. Nor will payment to a factor discharge a debtor who has received notice from the principal not to make such payment.

Generally, neither factor nor broker can claim their commissions until their whole service be performed, and in good faith, and with proper skill, care, and industry; and their negligence may be given in evidence either to lessen their compensation or commission, or to bar them altogether. But if the service begins, and is interrupted wholly without their fault, they may claim a proportionate compensation. If either bargain to give hist whole time to his employer, he will not be permitted to derive any compensation for services rendered to other persons. Nor can

either have any valid claim against any one for illegal services, or those which violate morality or public policy.

A broker is entitled to his commission when he produces a customer able, ready and willing to purchase; and it is immaterial whether his principal carries out the contract or not.

A principal cannot revoke an authority given to a factor, after advances made by the factor, without repaying or securing the factor.

The distinction between a foreign and a domestic factor is quite important, as they have quite different rights, duties, and powers, by the law-merchant generally. A domestic factor is one who is employed and acts in the same country with his principal. A foreign factor is one employed by a principal who lives in a different country; and a foreign factor is as to third parties-for most purposes and under most circumstances-a principal. Thus, they cannot sue the principal, because they are supposed to contract with the factor alone, and on his credit, although the principal may sue them; and a foreign factor is personally liable, although he fully disclose his agency, and his principal is known. The following forms of powers of attorney are those most frequently required; and from them, by suitable alterations, powers of attorney may be framed for any purpose:

(81.)

Power of Attorney.

(residence)

(the name of the prinhave constituted,

Know all Men by these Presents, That I cipal or party appointing) of ordained, and made, and in my stead and place put, and by these presents do constitute, ordain, and make, and in my stead and place put (name of attorney) to be my true, sufficient, and lawful attorney for me and in my name and stead to (here set forth the purposes for which the power is given) Giving and hereby granting unto him, the said attorney, full power and authority in and about the premises; and to use all due means, course, and process in law, for the full, effectual, and complete execution of the business afore described; and in my name to make and execute due acquittance and discharge; and for the premises to appear, and the person of me the constituent to represent, before any governor, judges, justices, officers, and ministers of the law whatsoever, in any court or courts of judicature, and there on my behalf, to answer, defend, and reply unto all actions, causes, matters, and things whatsoever relating to the premises. Also to submit any matter in dispute, respecting the premises, to arbitration or otherwise; with full power to make and substitute, for the purposes

aforesaid, one or more attorneys, under him, my said attorney, and the same again at pleasure to revoke. And generally to say, do, act, transact, determine, accomplish, and finish all matters and things whatsoever relating to the premises, as fully, amply and effectually, to all intents and purposes, as I, the said constituent, if present, ought or might personally, although the matter should require more special authority than is herein comprised, I, the said constituent ratifying, allowing, and holding firm and valid all whatsoever my said attorney or his substitutes shall lawfully do, or cause to be done, in and about the premises, by virtue of these presents.

In Witness Whereof, I have hereunto set my hand and seal this day of in the year of our Lord nineteen hundred and

(Signature.) (Seals.)

Signed, Sealed, and Delivered in the Presence of us

Sometimes a power of attorney is given without any power of substitution. This may be by inadvertence, or because it was not intended that the attorney should substitute anybody in his place. Afterwards, if it is desired to give him this power to substitute others, this may be done by a separate instrument.

(82.)

Power to Appoint Substitute Attorney.

Know all Men by these Presents, That, whereas I fore by a letter of attorney, dated

of

have hereto

a copy of which is hereto anas my true and lawful attorney, for

nexed, appointed the purposes and with the powers therein set forth, but without giving to my said attorney power to substitute any attorney under him. I now authorize and empower him, my said attorney, to substitute and appoint one or more attorneys under him, my said attorney, for the purposes and with the powers set forth in said letter, and the same at pleasure to revoke.

Hereby ratifying and confirming all that my said attorney or his substitutes may do in the premises by virtue of said letter of attorney and of these presents.

In Witness Whereof, etc.

(83.)

Appointment of Substitute.

Know all Men by these Presents, That I — by virtue of the power and authority to me given, in and by the letter of attorney of (the principal) which is hereunto annexed (or described without being annexed), do make, substitute and appoint (name of substitute) as well for me as the true and lawful attorney and substitute of the said constituent named in the said letter of attorney, to do, execute, and perform all and everything requisite and necessary to be done, as fully, to all intents and purposes, as the said constituent or I myself could do if personally present;

hereby ratifying and confirming all that the said attorney and substitute hereby made shall do in the premises by virtue hereof and of the said letter of attorney.

In Witness Whereof, etc.

(84.)

Power of Attorney in a Shorter Form.

Know all Men by these Presents, That I

(name of principal)

have made, constituted and appointed, and by these presents do make, constitute and appoint (name of attorney) my true and lawful attorney for me and in my name, place and stead to (here describe the thing to be done) giving and granting unto my said attorney full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises, as fully to all intents and purposes as I might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that my said attorney or his substitutes shall lawfully do or cause to be done by virtue hereof.

In Witness Whereof, etc.

(85.)

General Power of Attorney.

of

of

do hereby

Know all Men by these Presents, That I make, constitute and appoint -, my true and lawful attorney, with full power of substitution, for me and in my name and stead, to do any and all acts, and transact any and all business of every kind and nature relating to my property and affairs of every description, as fully and effectually as I could do if personally present, and in my name to execute, acknowledge and deliver, and to seal with my seal, all written instruments which may be necessary or proper for the full and perfect transaction of such business; hereby ratifying and confirming all that my said attorney or his substitutes may lawfully do under and by virtue of these presents. In Witness Whereof, etc.

If the attorney is to be authorized to convey real estate, this should be expressly stated, and the powers given him should be fully and specifically set forth. The instrument must also be acknowledged and recorded in the same manner as a deed. The following clause-with such alterations as the special powers to be granted may require-will serve as a model:

"Also giving to my said attorney full power to manage, lease, mortgage, sell, or exchange any and all real estate, wherever situated, which I now own or may hereafter own, for such consideration and on such terms as he may see fit, and to execute, acknowledge and deliver in my name, and seal with my