of brokers and where they are required. The duties of brokers consist in acting Public duties as mediators in all bargains, contracts, and agreements in matters of trade, in negotiating bills of exchange and loans. Brokers and notaries must keep two books, properly authenticated, one to register bills, loans, and notes, and the other to transcribe contracts and agreements, with their conditions. The law makes no difference between brokers and notaries as regards their rights and duties, but at St. Petersburgh notaries alone have the right to protest bills and negotiate loans, though brokers may be employed in all kinds of business. Any business done without the intervention of a broker is also valid. But in government affairs the intervention of brokers is necessary. Brokers are of the following kinds :-Stockbrokers, Imperial brokers, shipbrokers, bankbrokers, private and general brokers. Stockbrokers, Imperial brokers, and shipbrokers are only appointed in St. Petersburgh. Brokers of the Imperial bank are nominated by the Minister of Commerce; river navigation brokers are nominated by municipal bodies; but all brokers are chosen from the body of merchants. The broker must be a Russian subject, and belong to one of the guilds of the town where he wishes to practise. He must have experience in business, and must take the necessary oath. He cannot engage in trade on his own account. At the end of every year the broker must present his books to the municipality of the place for inspection and stamping. The entries must be regular and successive, and contain the names of buyer and seller, quality and quantity of goods, price of sale, &c. The broker must transcribe textually all the clauses of the bargain in the books, and give a copy of the same to both contracting parties, which becomes a valid voucher in a court of justice (a). may be em Spain.-Brokers duly authorised can alone intervene in the Authorised brokers only operations of trade in proposing business, bringing the parties in contact, and closing the transaction. The brokers' certificate, ployed. extracted from the ledger, is voucher at law. Merchants may transact business together without the intervention of brokers, but they can only employ those who are legally nominated. The merchant who employs an unauthorised broker is liable to a fine of five per cent. on the amount of the contract, and the un (a) Russian Code, $3 1866-1998. of brokers. authorised broker is liable to a fine of ten per cent. In case of a second offence, the unauthorised broker is liable to be banished for ten years from his province. Those who illegally transact the business of brokers are forbidden to enter the exchange, and may be sued on the demand of the syndic of brokers. In every place of commerce there are appointed as many brokers as are necessary. They are appointed by the Sovereign from a list of three candidates presented by the secretary. The appointment may be for life, and the broker has the right to nominate Qualifications his successor. No one can be a broker unless he be a nativeborn subject of Spain, of not less than twenty-five years of age, and unless he have passed six years' apprenticeship at a merchant's office, or at the office of an authorised broker. Foreigners, except they are naturalised, minors of twenty-five years of age, although emancipated, ecclesiastics, or uncertificated bankrupts cannot be brokers. Every candidate for the office of broker must pass an examination before the college of brokers; must take the oath, and give a bond for 40,000 reals for appointments of the first class, of 25,000 reals for those of the second, and of 12,000 reals for those of the third class. It is the duty of brokers to make themselves certain of the identity of the persons with whom they contract, and in all negotiations of bills of exchange they are answerable for the authenticity of the signature of the last indorser. They are responsible for any injury from fraudulent representations of quality or price. They must themselves attend to the business entrusted to them, and register the business they complete as soon as possible. Within twenty-four hours after the conclusion of the business, the brokers should send to each contracting party an extract of the entry, and where the contract must be in writing, it should be signed by the parties in the presence of the broker, who should certify the same, and keep a copy of the contract. The broker is not responsible for the execution of the contract. He cannot become answerable for the solvency of the parties, or for any risk incurred by the transaction. He is forbidden to enter into any illegal contract. He cannot give any certificate for more than is entered in his register, though he may declare what he has seen and heard during the negotiation. Brokers have a right of brokerage according to the custom of the place. Where there are more than ten brokers, they form a college. The president brokers. and assistants of such college watch for the observance of College of the laws of the exchange; establish the course of exchange, and write it in tables to be posted up; keep a register of such tables; examine the candidates; give any information to the authorities, if required; and give, if required, their advice on any disputes between brokers and merchants on matters of exchange and merchandise (a). SECTION III. AUTHORITY OF THE AGENT. BRITISH LAW. The extent of the agent's authority is governed by the nature Extent of authority. of his appointment. A general appointment implies power to act in all the affairs of his principal; a special one, as when an agent is appointed for a particular purpose, implies only an authority to act in such special purpose. Thus a power to a land agent to manage and superintend estates authorises him to enter into any agreement for the usual and customary leases according to the nature and locality of the property (b). be restricted. Agent must A general power may be restricted by special limitations. Authority may Thus the mere relation of principal and factor confers ordinarily an authority to sell, at such times, and at such prices, as the factor may, in the exercise of his discretion, think best for his employer, but if he receives the goods subject to any special instructions he is bound to obey them (c). Therefore it is that a factor cannot sell the goods of his principal in the exercise of a sound discretion contrary to the principal's orders, even for the purpose of reimbursing himself for advances made to the principal after the consignment (d). To meet this, however, it is the practice of factors, in making advances, to reserve for themselves the power of sale, without limitation of prices. An authority to do a thing generally implies a power to use all means necessary for the accomplishment of it, or whatever is necessary to carry the purposes of the special power into effect (e). Thus the master of a ship has authority to provide (a) Spanish Code, §§ 63-115. (d) Ibid. (e) Withington v. Herring, 5 Bing. 458. follow principal's instruc tions. What is in cluded in an authority. Authority extended over all that is subjective to the authority. Authority extends over all necessaries for the ship (a). Thus an authority to recover debts includes a power to arrest (b), an authority to sign a policy, the power to adjust it (c), an authority to settle losses, powers to refer a dispute about a loss to arbitration (d), an authority to get bills discounted, the power to indorse them (e), an authority to sell goods, power to sell them by sample or with warranty (ƒ), and an authority to buy railway shares implies power to do all that is needful to complete the bargain (g). The authority of the agent includes also all means justified and allowed by the usage of trade; thus an agent authorised to sell goods may sell them upon credit or for cash, as it may be customary in the special trade. So a person who employs a broker on the stock exchange impliedly gives him authority to act in accordance with the rules there established, though such principal may himself be ignorant of the rules (). In all cases, however, where the authority is confined to a particular subject-matter, nothing but what is subjective to that matter is presumed to be included in the authority (i). The larger powers conferred by the general words are construed with reference to the matters specially mentioned, and to include only such acts as are necessary to carry the purposes of the special powers into effect (k). So an agent appointed by the directors of a mining company to manage a mine has not an implied authority from the shareholders of the company to borrow money upon their credit (1). So a power of attorney to receive all salaries and moneys with authority to compound and discharge, and to give release, does not authorise the attorney to negotiate bills received in payment, nor to indorse them in his own name (m). The authority of the agent extends also over all matters (h) Wiltshire v. Sims, 1 Camp. 257. (i) Murray v. The East India Company, 5 B. & Ald. 204; Hogg v. Snaith, 1 Taunt. 347. (k) Rossiter v. Rossiter, 8 Wend. Amer. R. 494; Attwood v. Munnings, 7 B. & C. 278. (7) Hawtayne v. Bourne, 7 M. & W. 595; Attorney-General v. Jackson, 5 Hare, 365. (m) Murray v. The East India Company, 5 B. & Ald. 204. incidental to his particular business or employment, including matters inciwhatever is usual in such trade, the rights usually exercised, and the duties usually attached to it (a). dental to the particular business. be revoked at any time. The authority of the agent may be revoked at any time prior Authority may to the execution of the mandate; thus where goods have been intrusted to an agent for sale the principal may at any time before a sale demand that they be returned to him, or where the agent has been required to purchase goods the principal may at any time before the purchase revoke his authority, and demand that the money may be returned to him. or But whatever is done by the agent bond fide before he knew of the revocation of the authority, is good and binding on the principal, and where the mandate has had a commencement of execution the agent has a right to conclude it. Where, however, the authority or power is coupled with an interest, where it is given for a valuable consideration, it cannot be voked, except upon an express stipulation to that effect (b). a power of attorney given as part of a security for money is countermandable (c). Thus an auctioneer being the agent of both parties, has authority to bind both seller and purchaser by his memorandum of sale (d). Whatever was done by the agent before he knew of the revocation is valid. Where au re So special stipu not lation. FOREIGN LAWS. must be fol United States.-Where the agent's powers are special, and Instructions limited, they must be strictly followed; but whether there be a lowed. special authority to do a particular act, or a general authority to do all acts in a particular business, each case includes the usual and appropriate means to accomplish the end. So a power to settle an account implies the right to allow payments already made. An agent acting as such cannot take upon himself at the same time two incompatible duties; he cannot have an adverse interest or employment; he cannot be both buyer and seller, for this would expose his fiduciary trust to abuse and fraud. If the agent executes the commission in part only, the obligation of the principal to accept that part will depend upon the nature of the subject. If the power was given to buy a house with an ad (a) Bayliffe v. Butterworth, 1 Exch. 425; Pollock v. Stables, 12 Q. B. 765; Bayley v. Wilkins, 13 Jur. 883. (b) Webb v. Paternoster, Poph. 151; Gaussen v. Morton, 10 B. & C. 734. When is the principal withstanding bound not deviation. |