tain business, the performance being essential and not a means through which it is to be accomplished. Therefore, it follows that the agent may appoint assistants. If, however, the appointment is of a personal nature in which the individuality of the agent is considered, the authority cannot be delegated to another.

"An agent cannot delegate any portion of his power requiring the exercise of discretion or judgment, otherwise, however, as to powers and duties merely mechanical in their nature."

102. Joint Agents. As to whether an agency is joint or joint and several is a question of construction. If the former, the agents must act jointly; if the latter, they may act jointly or severally.

103. Joint Principals. When there are several principals not legally related, as in a partnership, the agent or agents must have the express or implied authority of each principal to the appointment in order to make contracts that bind the principals. All non-incorporated or non-partnership associations, as certain clubs, societies, etc., fall in this class. Not even a majority vote will join minority members in a liability unless they by acquiescence ratify the control of the majority.

104. Form of Contract. The general law of contracts is applicable, the majority of contracts may be made orally by an agent. If, however, the law directs that certain contracts or evidence thereof must be in writing, then the agent must comply. The Statute of Frauds is an example. If the agent is to make a contract that is to be signed, sealed and delivered, his appointment as an agent must be in writing, signed and sealed, and is generally known as a power of attorney.

Agency is a subdivision of contracts.

The magnitude and diversity of business necessitates agency.
An agent is an authorized representative.

The possession of ability to form a legal contract is necessary to appoint an agent.

Anyone having discretion may act as an agent.

The agent's act is the act of the principal.

An agent establishes contractual relationship between his principal and a third party.

A servant performs an act for his principal with a third party. The contract between agent and principal may be either express or implied.

The appointment may be subsequent to the performance of the act. An agent to perform a ministerial act may delegate it.

An agent must follow instructions.

An agency may be joint or joint and several.

106. QUESTIONS

Define agency. Why necessary? Who may act as a principal and appoint an agent? Who may act as an agent? May one act as agent who could not act as principal? Give reason.

What is the nature of the contract? Distinguish between agent and servant. Name the classes of agents. Is this distinction essential? How may the contract of agency be formed?

Explain "Subsequent ratification is equivalent to prior authority." Point out the difference between the power and the right of an agent to act. What limitation is there to be placed on agents' authority to delegate power? When is an agency joint and when joint and several? What is the rule in regard to the form of the contract between agent and principal?

107. Introduction. The chief phases of the subject to be considered in this chapter are, the obligations of the principal toward the agent and the obligation of the agent toward the principal.

108. Nature of Contract Between Agent and Principal. The relation between the agent and principal is wholly dependent upon the contract existing between them. The chief duty of each is to carry out this agreement in all its details.

1. Duty of Principal. The principal's chief duty is to pay the agent the agreed compensation as per contract.

2. Duty of Agent. The duties of the agent to the principal are also dependent upon the agreement and may be enumerated as, (1) loyalty to principal; (2) the use of ordinary care and skill in performance of duties; (3) subordination of personal interests to those of his principal. If instructed to buy for the principal the agent cannot sell his own goods. He cannot act as buying agent for one principal and selling agent for another. He cannot faithfully serve two masters.

3. Compensation. The contract existing between the two parties should settle the question of consideration for the agency. In the absence of express agreement resort must be had to custom or the usages of trade. If it can be shown that the agent was requested to perform, or the performance was with the knowledge of the principal, the agent is entitled to reasonable compensation. In determining the question of compensation the reasonableness of the contention for or against compensation must be shown.

Where one acts as agent for two parties with their knowledge, he is entitled to compensation from each; as, where A was appointed selling agent for B and buying agent for C and brings about a contract between the two, each must pay for his services. However, in this case his relationship is more that of an intermediary than of an agent. If the services are of an illegal nature no compensation may be recovered by the agent.

4. Outlay. For all necessary expenses incident to the agency the agent is to be reimbursed. If in the performance of his duty the agent becomes liable, he is to be indemnified by his principal.

5. Lien. If an agent has a right to compensation, reimbursement or indemnity, it must necessarily follow that some method is given him of enforcing his right. The principal method is a right of lien. This is a possessory right and is lost when possession of the goods passes to the principal. Briefly, a lien is a right to hold goods belonging to another until some claim incurred in their behalf has been paid. The subject of lien will be more fully discussed elsewhere. There are two classes of liens, special and general. The former is the right to retain the goods of another until charges relating to those particular goods have been paid; the latter is the right to retain the goods until a general balance has been paid.

6. Instructions. The relationship of agent and principal is of such a confidential nature that the law is very strict in holding the agent bound to follow instructions. It is no defense for him. to say that he exercised great care and forethought in transacting the business. If he had other instructions he is liable for all losses that may arise. A landlord gives his agent instructions not to deliver a lease until certain arrearages have been paid. Suppose the agent delivers the lease upon receipt of a check and the check proves worthless. The agent is liable for the loss. Any deviation from instructions is at the risk of the agent. The utmost good faith is exacted of all agents. The single purpose of the agent must be to advance the interest of the principal. An agent must not acquire an interest in property that is antagonistic to that of his principal.

7. Skill. The agent is bound to use ordinary skill, care and diligence in the prosecution of the agency. The nature of the business determines the measure of skill. Thus an agent to buy land must possess the skill usually found among such agents, while one to purchase machinery should be a skilled mechanic. However, a determining element is the knowledge the principal

་