unknown, he cannot make a party contracting with his supposed agent suffer by reason of his own silence or concealment. This would be contrary to reason. There are many cases of this kind in which a principal, for some reason or other, prefers not to be known in the transaction, and another person is employed to act for him. A principal who chooses to act in this manner may do so, but surely the other contracting party ought not to suffer through the principal's mode of doing business. Again, an undisclosed principal, after his discovery, may be liable on his contract. Lastly, one who sells to an agent knowing that he is thus acting, and chooses to charge the goods to him alone, cannot afterward transfer the charge to the principal.

8. There are many kinds of agents. Among the most widely known are factors and brokers, between whom there is a well-defined difference. A factor is a mercantile agent who sells and purchases and has possession of the goods; a broker is an agent of similar character not having possession of them. Consequently, a factor may act for his principal and yet in his own name, because the actual owner gives to him the appearance of an owner by delivering to him the goods, while a broker can act only in his principal's name. A purchaser of goods from a factor may set off against the price a debt due from him, unless he knows that they belong to another. But one who purchases goods from a broker cannot do this. Furthermore, a factor has a lien or claim on goods for the indebtedness of his principal to him, while a broker generally has not.

9. Authority may be conferred on an auctioneer in the same manner as on any other agent by formal writing, orally, or by implied conduct. No formal authority is needed even to sell real estate unless this is required by statute. But power to sell property does not imply authority to sell it at auction; and a purchaser who knows enough to put him on inquiry concerning the auctioneer's authority and neglects to use his knowledge, would acquire no title to the property. A purchaser would be protected who bought goods sent by the owner to the auction room, for this would be sufficient proof of his intention to have them sold in that manner.

In many states there are statutes prescribing who may act as auctioneer, and on what terms and conditions. These usually require that the auctioneer shall be licensed, give a bond to answer for any legal liability, and fix his fees. He is often guided also by municipal regulations.

An auctioneer employed by the owner of real or personal property to sell it at auction is primarily the agent of the owner, until the moment of accepting the bid of the purchaser. This done he becomes by the act and with the consent of the purchaser, his agent also to the extent of completing the sale and binding the purchaser by entering his name as such and signing the memorandum of sale and thus satisfying the statute of frauds relating to the sale of real estate wherever the statute exists.

By the sales act (1) where goods are put up for sale by auction in lots, each lot is the subject of a sepa

rate contract of sale. (2) A sale by auction is complete when the auctioneer announces its completion by the fall of the hammer or in other customary manner. Until such announcement is made any bidder may retract his bid; and the auctioneer may withdraw the goods from sale unless the auction has been announced to be without reserve. (3) A right to bid may be reserved expressly by or on behalf of the seller when proper notice has been given.

10. A cashier is another illustration of a general agent possessing all the authority necessary or usual for the transaction of his business. He cannot, however, bind his employer by an unusual or illegal contract. In one of the cases the court declared that a cashier was allowed to present himself to the public as habitually accustomed to pay bills or notes of his bank, also to pay notes discounted by the directors, to receive payment of debts due to the bank, to receive money on deposit, and to pay the same to order of depositors. He is regarded as having possession of its books, notes, and other property, and as keeping its accounts and others records. In many banks these duties are performed in part by tellers, clerks, or assistants, but he might at any time perform them if he desires. As he is a general agent, so he can bind his bank while acting within the scope of his authority, though violating his instructions.

II. The same description, with some qualifications, applies to the agents of other companies or corporations. Their acts bind their employers or companies so far as they have authorised them, or have justified

persons who deal with them in believing that they possess the authority exercised by them, or are acting within the general scope of their authority.

12. The authority of a general agent to contract is limited to the usual manner of accomplishing the business entrusted to, him. Persons who deal with an agent carrying on a general business are not bound to inquire into the particulars of his authority. A person entrusted with the general management of a trade or business has an implied general authority from his employer to make such contracts as are usual and necessary in the ordinary conduct and management of the business. A foreman, for example, in a sawmill who took an order for a large quantity of lumber, and agreed to have it ready for delivery within a particular period, bound his principal thereby, though no particular authority from him was shown authorising the agent to make the contract.

13. Furthermore, a general power implies whatever may be necessary for its complete execution. For example, a general sales-agent is competent to rescind a contract of sale with the consent of the other party. One who is employed by another to act for him in the usual business or trade of an agent, as auctioneer, broker, or the like, thereby acquires authority to do all that is necessary or usual in that business. Again, a person who puts his goods into the possession of another whose ordinary and usual business is to sell goods authorises the whole world to believe that the possessor has them for sale, and any buyer could hold them.

14. On the other hand, an agent who is authorised to do a specific thing, and exceeds his authority, does not bind his principal, because the party dealing with him must inquire for himself into the extent of his authority. The distinction, therefore, between the authority of a special and a general agent is very important. In the one case the principal is bound by all acts of the agent within the natural and usual scope of the business; in the other a person who is doing business with an agent must examine into his authority and cannot hold his principal for any acts that exceed it. Of course, secret limitations are not binding on persons who are not acquainted with them.

Some illustrations may be given. An attorney who is authorised to convey a tract of land for his principal after purchasing the same cannot agree to convey it in advance of his purchase, and should he do so could not properly execute his authority, and the purchaser would acquire no title. Again, an agent who is specially employed to receive payment in money cannot vary his authority by receiving a note.

15. A power to two cannot be executed by one of them. An exception to this rule exists in the case of a joint power exercised by public agencies. Thus, either of two factors, whether joint factors or not, may sell goods consigned to both; and when they are joint agents, whether partners or not, notice to one is notice to both.

16. In commercial matters usage may add to an agent's authority whatever may be required for the discharge of his duty in the most complete manner.