PRINCIPAL AND AGENT:

An agent may not entrust his duties
to another without his principal's
consent. Any unauthorized delega
tion of his authority binds the agent
and not the principal, even though
the latter is benefited thereby.
Page 34a, No. 1410.

occur

One may make another his agent by
ratifying the latter's assumption in
a transaction, and thereby become
liable to the latter and to a third
person with whom the latter dealt;
and such ratification may
when a person, without authority
in fact from his principal, pretends
to represent the principal, and to
employ a sub-agent, or may occur
where there is no intermediary.
A ratification by a principal of the
unauthorized acts of his agent may
be shown by carrying out the con-
tract made by the agent with an-
other and accepting the benefits
therefrom; but there can be no rati-
fication without action by the prin-
cipal, with knowledge of the facts.
Where one apparently clothes another
with authority to represent him
generally, or in a particular line of
business, he is bound by contracts
made by the latter within the scope
of apparent authority, including
the making of sub-agency contracts.
Whether one was the agent of another

in the sale of corporate stock, so as
to justify a recovery from the latter
for services rendered, held, under the
evidence for the jury.

Where the issue was whether defend-
ant directly or through an agent
employed plaintiff as agent to sell
corporate stock, and there was evi-
dence that a general agent of de-
fendant, with authority to employ
agents, or assuming to have such
authority, employed plaintiff, who
rendered services in selling the
stock, and defendant claimed that
plaintiff acted for the benefit of the
corporation or the agent, and not
for him, a charge that if plaintiff,
without authority from defendant,
Imade a contract for the benefit of
defendant, who with full knowledge
of the facts accepted the benefits,
he was liable to plaintiff, but if de-
fendant did not employ plaintiff,
nor authorize anyone to employ
him, and the contract made by
plaintiff was not for defendant's
benefit, and he did not ratify it, but
it was for the benefit of the corpora-
tion, or of a third person, the ver-
dict must be for defendant, suffi-

PRINCIPAL AND AGENT - Con.

ciently submitted the issue. Page
71a, No. 1432.

If one holds another out to the world
and accredits him as his agent, he
is bound by that person's acts done
within the scope of the agency thus
given him. In such cases the ques-
tion is, not what authority was
intended to be given to the agent,
but what authority was the third
person dealing with him justified
from the acts of the principal in
believing was given to him.

72a, No. 1433.

Where a contract between a

Page

retail

piano dealer and defendant furnish-
ing the money to pay for pianos
procured from manufacturers obli-
gated the dealer to pay the price to
defendant, and interest thereon, out
of the first moneys collected on con-
tracts of sale made by the dealer as
agent, but, with the consent of de-
fendant, the dealer retained the
first money paid on contracts as his
compensation for selling, and also
appropriated to his own use money
belonging to defendant, the court
could compel the dealer to account
for the amount of the misappropria-
tion, and give the dealer credit for
commissions provided for in the con-
tract. Page 61a, No. 1426.
Whether or not an act is within the
scope of an agent's apparent author-
ity is to be determined, under the
foregoing rule, as a question of fact,
from all the circumstances of the
transaction and the business. Page
72a, No. 1433.

Knowledge acquired by an agent be-
fore the existence of his agency, or
as to matters outside the line of his
duty as agent, is not notice thereof
to his principal; it being necessary,
in order to bind the latter, that
such knowledge be acquired in trans-
acting the business of the principal.
Knowledge acquired by the agent in
transacting the business of his prin-
cipal is constructive notice to the
principal, regardless of his actual
knowledge; the agent being identi-
fied with the principal in law.
The rule charging a principal with
notice of facts coming to the agent's
knowledge in discharging the agency
is not one of evidence, but of sub-
stantive law, though actual knowl-
edge of the principal is a fact of
evidence, and hence it is immaterial
that through self-interest it is ap-
parent that the agent will not in
fact communicate his knowledge to
the principal.

PRINCIPAL AND AGENT - Con.
It is an agent's duty to inform his
principal of every material fact
within his knowledge upon the sub-
ject of his agency, which may affect
the principal's interests, and it will
be presumed that he has done so,
but such presumption may be re-
butted by showing that such in-
formation was not present in the
agent's mind when executing the
agency. Page 111a, No. 1457.
In an action for the specific perform-
ance of a contract for the sale of
land entered into by vendor's agent,
defenses that the agent exceeded his
authority are affirmative and must
be pleaded.

A real estate agent was given, by
written contract, power to enter into
written contracts for the conveyance
of land owned by his principal.
Held, that while Rev. St. (Mo.) re-
quired the agent to be authorized in
writing to enter into contracts for
a conveyance, such contract need not
be recorded or acknowledged in ac
cordance with section 2816, provid-
ing that every letter of attorney
containing a power to convey real
estate as agent shall be acknowl-
edged and recorded.

Where an agent, having the power to
sell land, entered into a contract
providing that his principal should
pay interest on earnest money de-
posited by the purchaser, the princi-
pal cannot complain that the agent
thereby exceeded his authority,
where the purchaser has made no
claim for the interest.

As the law disregards small things, an
agent's agreement to pay a very
small interest on earnest money, de-
posited to bind a contract for the
sale of land, will not invalidate the
contract, though the agent was not
authorized to agree to such pay-
ment.

Where a contract authorized real
estate agents to contract for the sale
of their principal's land by satis-
factory deed, a contract of sale pro-
viding for the execution of a war-
ranty deed was not in excess of the
agent's authority.

Where a principal enters into a con-
tract of agency, powers essential or
usual to those granted are implied,
but a substantial departure from
both express and implied power will
not bind the principal, and hence,
where a principal gave an agent
power to enter into a contract for
the conveyance of land without fix-

No agreement of sureties on a note,
among themselves, that, if all of
them were not bound, none of them
should be, would affect the rights of
the payee, unless he had notice of
the agreement, and that it had been
violated prior to or at the time that
he took the note and parted with
the consideration.

Where a note, when presented to the
payee, had on it the names of five
signers, four of whom were sureties
for the principal maker, but the
name of one of such sureties had
been erased, the payee, in the ab-
sence of knowledge or notice to the
contrary, was entitled to presume
that such erasure had been made
with the consent of the other sure-
ties; the mere fact of such erasure
being insufficient to put the payee
on notice that it had been made
without the consent of the other
sureties, and released them from
liability.

Where the payee of a note signed by
four persons as sureties, before tak-
ing the note and parting with the
consideration, had notice that the

PRINCIPAL AND SURETIES-

-

- Con.
name of D., one of the sureties, had
been erased without the consent of
V., who had previously signed, and
that he was not to be bound unless
D. was, V. would be released; and
if the subsequent signers signed
after the name of D. had been
erased such erasure would not of
itself affect their liability, but if it
was effective to release V., and it
was agreed that such subsequent
signers should only be bound on con-
dition that V. remained, and the
payee had notice of the fact at or
before it took the note and parted
with the consideration, then such
release of V. would also release such
subsequent signers. Page 53a, No.
1421.

An agreement by a creditor with the
principal debtor, which extends the
time of payment or suspends the
right to enforce the debt without the
surety's consent, discharges
surety.

the

A company executed its negotiable
note, payable to its own order and
signed by defendant as accommoda-
tion indorser, which note was in-
dorsed to plaintiff, and before it

was

to

wrote
due the company
plaintiff it would give its new note
with its president's indorsement, to
which plaintiff replied that it pre-
ferred to have defendant indorse
them, and returned the notes for his
indorsement. The company sug-
gested that plaintiff hold the old
note with defendant's indorsement
66 as collateral until the new notes
are paid," and that the indorsement
of its president had been left on the
notes as proposed. Plaintiff re-
tained the notes without replying.
Held, that the agreement did not
reserve plaintiff's right to proceed
against defendant on the old note,
so that defendant was discharged;
Negotiable Instruments Law, provid-
ing that one secondarily liable is
discharged by any agreement by the
holder to extend the time of pay
ment or postpone his right to en-
force the instrument, unless the
right of recourse be expressly re-
served.

The obligation of a surety such as an
accommodation indorser will not be
extended beyond its strict terms.
Page 169a, No. 1491.

A common carrier is not required by
the common law to provide passen-
ger or freight depots, but may be
required to do so by statute. Page
59a, No. 1425.

The Railroad Commission must have
express authority for its acts under
the Railroad Commission Act, as no
authority will be implied. Page
59a, No. 1425.
Railroad Commission Act (Ore.), § 12,
requires every railroad to furnish
reasonably adequate service, equip-
ment, and facilities, and section 28
provides that upon complaint that
any service in the transportation of
persons or property is inadequate
notice must be given the company
complained of which may file an an-
swer, whereupon a hearing shall be
ordered; and, if it be found that the
service is inadequate, the commis-
sion may make a reasonable order
as to the service. Held, that the
Railroad Commission, upon proper
investigation, may make an order re-
quiring a railroad company to erect
a passenger waiting room and freight
depot at its station.

The Railroad Commission may require
a railroad company to maintain an
agent at the depot to enable the
public to transact business with
him; the word "service" as used
in the act including the maintenance
of a station agent.

In an action by the state against a
railroad company for a penalty for
a violation of an order of the Rail-
road Commission requiring the erec-
tion of a passenger and freight
depot, evidence that defendant had
not employed any one at the sta-
tion with whom shippers could ne-
gotiate for transporting freight was
admissible. Page 59a, No. 1425.
The words "regular station," as used
in Railroad Commission Act (Ore.),
§ 22, requiring every railroad to
provide and maintain adequate and
suitable depot and toilet buildings
at its regular stations where an
agent is maintained, means a place
established on the road where trains

RAILROADS - Continued.

are regularly stopped to receive and
discharge passengers and freight,
and where the carrier keeps an agent
for the transaction of business, so
that, in an action against a railroad
company for a penalty for failure
to construct a depot building pur-
suant to an order of the Railroad
Commission, it may be inferred,
from an averment that the station
is a "regular station," that defend-
ant maintains an agent there.
Since Railroad Commission Act (Ore.),

§ 31, provides that any service pre-
scribed by the commission shall be
prima facie reasonable; until found
otherwise in an action for that pur-
pose, the reasonableness of an order
of the Railroad Commission prescrib-
ing service can only be assailed in
a proceeding under section 32, au-
thorizing any railroad affected by
an order of the commission to com-
mence suit against the commission-
ers to vacate the order, on the ground
that the service required is unrea-
sonable; so that, in an action by the
State against a railroad company
for a penalty for noncompliance
with an order requiring the erection
of a depot, the complaint need not
allege that the erection and main-
tenance of a depot was essential,
nor state the volume of railroad
business transacted at the station,
since the order of the commission,
not having been vacated, established
prima facie the reasonableness of
such service. Page 59a, No. 1425
REFORMATION OF INSTRUMENTS:
While the reformation of a contract
involves its attempted enforcement
as reformed, rescission only involves
the abandonment of a contract which
the parties did not intend to make,
and, while a party cannot have a
contract reformed for a mistake
which is not mutual, he can have it
rescinded for a mistake on his part
only; there being no contract be-
cause of a want of meeting of the
minds of the parties. Page 124a,
No. 1463.

SALES:

A retail piano dealer and a third per-
son may enter into a contract where-
by the third person shall pay manu-
facturers for pianos procured, and
obtain title to them, to be sold by
the dealer as agent; and the igno-
rance of the manufacturer does not
affect the rights of the parties and
those dealing with them. Page 61a.
No. 1426.

-

SALES Continued.
Where, in a defense to a suit on prom-
issory notes, the defendant pleads
that there has been a total failure
of consideration, because the notes
were given for a machine which, by
reason of defects, was wholly worth-
less; and the defendant has testi-
fied that it was worthless because,
at the time the suit was filed, the
machine was so out of fix that it
could not be operated, it is proper
for the court to admit testimony
tending to show that the machine
had been repaired, and had been
successfully used and operated, since
the suit was filed. The fact that a
machine may not be capable of op-
eration without repair does not
necessarily render the machine to-
tally worthless, and the fact that it
did successfully operate when the
repairs were made, irrespective of
the time when they were made, tends
to show that the machine was not
in fact without some value. Page
80a, No. 1438.

Where there is a special contract
of sale, and the contract has been
breached by the seller to the injury
and damage of the purchaser, he
may set up the contract and its
breach and the damages sustained
resulting as a proximate consequence
of such breach by way of set-off to
the claim for the value of the goods,
but a party may not purchase and
retain the goods of another, and,
when sued for their value, set up a
breach of contract in the sale and
purchase to defeat payment. Page
123a, No. 1462.
The unconditional delivery by a seller
of goods to a common carrier, to be
transported and delivered to the
purchaser, to whom the bill of lad-
ing was sent, constituted a delivery
to the purchaser, which passed the
title, even though the purchaser had
not accepted the goods at the time
a receiver in insolvency was ap-
pointed for it, who received them in
its behalf.

A "sale" is the transfer of the prop-
erty in goods to another for an
agreed price, and generally the title
or property in the thing transferred
passes to the purchaser as soon as
delivery is made according to the
terms of the contract. It is not
necessary that the price agreed upon
be paid to constitute a sale; but
credit may be extended for the
agreed price, and the title will pass
as fully and effectually as if the
consideration had been paid before

SALES-Continued.

the delivery, if delivery is actually
consummated, unless a different in-
tention is manifested by agreement
or otherwise. Page 126a, No. 1464.
The passing of title to an article sold
ordinarily depends upon the actual
intention of the parties; and if they
intend to pass title an actual change
of possession of the goods is not
essential to invest the buyer with
title.

If there is a valid unconditional sale,
with an understanding by both
parties that the title to the prop-
erty, which is then present, shall
pass to the buyer, the sale is com-
plete, though the seller retains
actual possession of the property as
bailee of the buyer. Page 172a, No.

1494.

Between the parties to a sale of specific

goods, especially where the price has
been paid, a presumption arises that
the title has passed, without a de-
livery of the goods.

Such a presumption does not ordi-

narily arise as against creditors or
innocent purchasers from the vend-
or; but as to such third parties
there must be not only a formal de-
livery to the vendee claiming the
goods, but there must be an actual
and visible change of possession.
Where a commercial transaction,

which should ordinarily be com-
pleted promptly, is not completed
within four months, and neither
party has done anything within that
time to complete the same, either
party may treat the contract as re-
scinded. Page 173a, No. 1495.

Where a seller sold and shipped at
different times eight car loads of
veneer to a furniture company on
credit, having been informed by the
company before any sale that it
was continuing its business only by
virtue of an extension of time by its
creditors, there was no such fraud
or misrepresentation as entitled the
seller to rescind the sale and re-
claim the last car load, which was
the only one unpaid for, on the ap-
pointment of a receiver for the pur-
chaser. Page 126a, No. 1464.

SALES WARRANTY:

It being implied as a part of an ex-
ecutory contract of sale that the
goods will be of merchantable qual-
ity, if they are not, the purchaser
has a right to rescind.

On the failure of a buyer to return or
offer to return the goods, it will be
conclusively presumed that the
goods were fit and suitable, or, at
least that he was satisfied with
their quality.
Where a buyer on rescinding a con-
tract of sale makes his offer to re-
turn the goods subject to the con-
dition that the seller shall reim-
burse him for express charges paid,
there is no valid tender, and hence
no rescission of the contract. Page
128a, No. 1465.

SET OFF:

The maker of a promissory note, not
due for more than a year, may pur-
chase it, a definite day being fixed
for payment of the price; the maker
of a note net yet due, contracted
with the seller to purchase it at a
discount, and the seller attempted
to collect the full amount, the maker
could set off damages arising from
breach of contract in the action
brought by the holder of the note.
Page 1, No. 1389.

SPECIFIC PERFORMANCE:
Where vendor and purchaser have
agreed that the purchaser might