several bills accepted in his name by a third person with whom he By act of had connexions in trade, he would be liable to an indorsee, though agent. such bill has been accepted without his authority; and it has been held, that if a person usually subscribes an instrument with the name [ 26 ] of another, proof of his having done so in many instances is sufficient to charge him whose name is subscribed, without producing any power of attorney. And we have seen, that where a married woman is permitted by her husband to carry on trade on her own account, and in her own name indorses a bill or note, received in the course of such trade, an authority may be presumed from the husband. It has also been decided, that a subsequent assent will make the act of an agent binding on the principal; (35) and though a promise alone to pay a bill indorsed by an agent would not support an action if the indorsement were contrary to authority, yet if the authority is doubtful, such a promise is decisive. A general authority to an agent is supposed to con y Barber v. Gingell, 3 Esp. N. P. C. 60. In an action against the defendant, as acceptor of a bill, he proved that the acceptance was forged by Taylor, the drawer; in answer to which it was proved that the defendant had been connected in business with Taylor, and that he had paid several bills drawn as the present by Taylor, and to which Taylor, (as it was supposed) had written the acceptances in the defendants's name. And Lord Kenyon held, that this was an answer to the case of forgery set up by the defendant, for though he might not have accepted the bill, he had adopted the acceptance, and thereby made himself a liable to pay the bill. Verdict for plaintiff. Neal v. Erving, 1 Esp. Rep. 61. b Ward v. Evans, Lord Raym. 930. 2 accord. Fenn v. Howard v. Bailcontra, and see Fenn v. Harrison, 4 T. R. 177. Payley, 124, 5. (35) A person's acting as clerk to a merchant does not authorize him to sign notes in the name of his master. Terry v. Fargo, 10 John. Rep. 114. But the clerk of a firm may sign notes, accept bills, &c., in consequence of an authority given by one partner, for each has full power to this effect. Tillier v. Whitehead, 1 Dall. Rep. 269. An authority to sign a note may be by parol, or by letter, or by verbal directions, or may be implied from certain relations proved to exist between the actual maker of the note, and him for whom he undertakes to act. Long v. Colburn, 11 Mass. Rep. 97. See Odiorne v. Marey, 15 Mass. Rep. 39. If an agent act without proper authority, or exceed his authority, and the principal ratify his acts, or acquiesce in them, or adopt them, he is bound in the same way as if the agent had an original authority. Towle v. Stevenson, 1 John. Cas.*110. Cushman v. Loker, 2 Mass. Rep. 106. Armstrong v. Gilchrist, 2 John Cas. 424. Codwise v. Hacker, 1 Caine's Rep. 526. Banorgee v. Hovey, 5 Mass. Rep. 11. Van Reimsdyk v. Kane, 1 Gas. Rep. 630.-Affirmed in Supreme Court of the United States, and reported in 9 Cranch, 155. Long v. Colburn. Conn, et al. v. Penn. et al. 1 Peters' Rep. 496. If an agent act beyond his authority, he will be responsible personally to third persons. Dusenberry v. Ellis, 3 John. Cas. 70. Therefore if he sign a note for his principal without authority, he will be personally bound, and the name of his principal will be rejected as surplusage. Ibid. Or a special action on the case would at all events lie against him. Long v. Colburn-But a mere stranger cannot disaffirm the contract of an agent upon the ground that he has exceeded his authority. Jackson v. Van Dalfsen, 5 John. Rep. 43. If an agent compromise a demand of his principal, and take therefor a negotiable note indorsed specially to himself, the note becomes the property of the agent, and not of the principal; and the agent is responsible to the principal for the amount, whether secured by him or not. Floyd v. Day, 3 Mass. Rep. 403. A bill drawn by a general agent is binding upon the principal, although the former misapply the money. Hoe v. Oxley, 1 Wash. Rep. 23. A special authority must be strictly pursued. Therefore if an agent be authorized to sign a note payable at six months, and he sign a note payable at a shorter time, the principal is not bound. Batty v. Carswell, 2 John. Rep. 48. See also Munn v. The Com-. mission Company, 15 John. Rep. 44. agent. By act of tinue until its determination is generally known, and therefore, after the discharge of a clerk or agent usually employed to draw, accept, or indorse bills or notes, the employer will be bound by his signature, made after the determination of his authority, until the discharge be generally known. When, therefore, the authority of such an agent has been determined, or he has been discharged from his employ, and there is reason to apprehend that he will attempt to circulate bills in the name of his employer, it is advisable for the latter to give notice of the determination of the authority in the Gazette, and also to all his correspondents individually, notice in the Gazette not being in general sufficient to affect a former customer, unless he has had express notice thereof. As the authority of an agent is not coupled with an interest, he cannot delegate it so as to enable another person to act for his principal; if however, an express authority be given for that purpose he may exer cise it. [27] When a person has authority, as agent, to draw, accept, or indorse a bill for his principal, he should either write the name of his principal, or state in writing, that he draws, &c. as agent,(36) or expressly quali d Beawes, pl. 231. Molloy, B. 2. c. 10. 8. 27. page 107. Payley, 123, 4. 136. Bayl. 226. Anonymous v. Harrison, 12 Mod. 346. A servant had power to draw bills of exchange in his master's name, and afterwards is turned out of his service. Holt, C. J. If he draw a bill in so little time after, that the world cannot take notice of his being out of service, or if he were a long time out of his service, but that kept so secret that the world cannot take notice of it, the bill, in those cases, shall bind the master. Monk v. Clayton, Molloy, 282. cited in Nickson v. Broham, 10 Mod. 110. A servant of Sir Robert Clayton, who had been used to receive and pay money, took up 200 guineas after he had quitted the service, and the lender recovered against Sir R. Clayton, by the direction of Keeling, C. J. which was approved by the whole court on a motion for a new trial. See post, 34, 5, cases of Partners. f Combe's case, 9 Co. 75. 1 Rol. Abr. 330. 8 Palliser v. Ord. Bunb. 166. (36.) Where a person intends to make a contract as agent it should appear on the face of the contract that he acts as agent, and he should sign in the name of his principal. Stackpole v. Arnold, 11 Mass. Rep. 27. Arpidson v. Ladd, 12 Mass. Rep. 173. For where an agent drew a bill of exchange in his own name on a commercial house, in which his principal was a partner, and in the bill ordered the contents, when paid, to be charged to his principal, and the bill was protested for non-acceptance, he was held personally liable to the payees, as drawer, notwithstanding they were privy to his instructions, and knew that he acted solely as an agent. Mayhew, &c. v. Prince, 11 Mass. Rep. 54. See Meyer v. Barker, 6 Binn. 228. And it is not sufficient to protect a party, to describe himself as agent, in the contract, if the language of the contract import a personal responsibility. Therefore if a person sign a note" as guardian" he will be held personally liable to payment. Thatcher v. Dismore, 5 Mass. Rep. 299. Forster v. Fuller, 6 Mass. Rep. 58. And although it may be said that as an admintistrator cannot by his promise bind the estate of the intestate, so neither can the guardian bind the person or estate of his ward, and therefore, unless the guardian were personally liable, the payee would be without remedy; yet the principle of these cases is, that the description of the trust was not meant to exclude that personal liability, which the language otherwise imported. And a similar construction has been adopted where the party has been described as attorney or agent in the instrument. A note subscribed "Pro A. B.-C. D." is the note of A. B. and not of C. D. if the latter had authority to make it. Long v. Colburn, 11 Mass. Rep. 97. A note promising to pay A. B. "agent of the P. H. manufacturing company," for value received of the company, is a good' note to A. personally. Buffum v. Chadwick, 8 Mass. Rep. 103.-Post 52. An agent and partner in a joint concern was authorized to take up money on the credit of the whole concern, and draw bills on a house in Amsterdam for payment, and he took up money and drew a bill directing the amount to be charged to the account of all the parties, but signed the bill in his own name only; it was held that at least, in equi fy the act, by stipulating, in writing on the bill, that he is not to be By act of personally liable; for otherwise the act will not in general be binding agent. on the principal, though in some cases an informal mode of executing an authority will not vitiate. And if a person draw, indorse, or accept in his own name, without stating that he acts as agent, he will be personally liable, unless in the case of an agent contracting on the be-[ 28 ] half of government.'(37) Wilks v. Back, 2 East, 142. Parlow 7. Bishop, I East, 434. 3 Esp. Rep. 266. S. C. White . Cuyler, 6 T. R. 176. Combe's case, 9 Co. 75. Frontin v Small, 2 Stra. 705. Com. Dig. Attorney, C. 44. Beawes, pl. 83, 4, 5, 6, 7. Coles . Davis, 1 Campb. 485, 486. Mason v. Rumsey, 1 Campb. 384. *Thomas v. Bishop, 2 Stra. 955. RepTemp. Hardw. 3 S. C. Le Fevre v. Lloyd, 5 Taunt. 749. 1 Marsh. 318. S. C. Goupy v. Harden, 2 Marsh. 454. and Holt C. N. P. 342. S. C. Appleton v. Binks, 5 East, 148. De Gaillon v. L'Aigle, 1 Bos. & Pul. 363. Macbeath v. Haldimand, 1 T. R. 181. Poth. pl. 118. 3 B. & A. 47. Thomas v. Bishop, 2 Stra. 955. Ca. Temp. Hardw. 1 S. C. The plaintiff was indorsee of a bill of exchange, drawn from Scotland upon the defendant, in these words "At thirty days sight pay to J. S. or order, 2007., value received of him, and place the same to account of the York Building's Company, as per advice from Charles Mildmay; to Mr. Humphrey Bishop, cashier of the York Building's Company at their house in Winchester Street, London. Accepted per H. Bishop." The bill not having been paid, an action was brought against defendant upon his acceptance; at the trial he proved that the letter of advice was addressed to the Company; and that the bill having been brought to their house, defendant was ordered to accept it, which be did in the same manner as he had accepted other bills. Page, J. directed the Jury to find for the plaintiff, which they did accordingly. On motion for a new trial, the court held the direction right; "for the bill on the face of imported to be drawn on the defendant, and it was accepted by him generally, and not as servant to the Company, to whose account he had no right to charge it until actual payment by himself. And this being an action by an indorsee, it would be of dangerous consequence to trade to admit evidence arising from extrinsic circumstances, as the letter of advice. And this differed widely from the case of a bill addressed to the master, and underwritten by the servant; where, undoubtedly, the servant would not be liable, but his acceptance would be considered as the act of the master. A bill of exchange is a contract by the custom of merchants, and the whole of that contract must appear in writing. In this case there was nothing in writing to bind the Company, nor could any action be maintained against them upon the bill; for the addition of cashier to defendant's name was only to denote the person with certainty; the direction to whose account to place it was for the use of the drawee only." Judgment for the plaintiff. Le Fevre v. Lloyd, 5 Taunt. 749.-1 Marsh. 318. S. C. If a broker, who being employed to sell goods, procures a purchaser, and himself draws a bill on him for the amount payable to the principal, and which is accepted by the purchaser, but dishonoured, the broker, as drawer, is liable to be sued on the bill by such payee; and by the court, "The broker, by giving this bill, put an end to all doubt as to the buyer's responsibility. The vendors, upon receiving it, in consequence of the good opinion of the defendant, dismiss from their minds all care about the solvency of the purchaser." Goupy v. Harden, 2 Marsh. 454. Holt C. N. P. 342. S. C. Bills are drawn by a house in London on a house in Lisbon, and indorsed to A. in London. A. indorses them without any qualification, to B. at Paris. Held, that A. was bound to B. by this indorsement, and could not offer evidence to show that he was acting merely as B's. agent. Macbeath v. Haldimand, 1 T. R. 172. Unwin . Wolseley, id. 674. Myrtle v. Beaver, 1 East, 135. Rice v. Chute, id. 579. 1 Gow. 117. ty, the payee was entitled to recover on non-payment from all the partners. Van Reimsdyk v. Kane, 1 Gall. Rep. 630. S. C. 9 Cranch, 155. (37) A like exception in favour of public agents has been repeatedly recognised in the United States. Hodgson v. Dexter, 1 Cranch. 363. Jones v. Le Tombe, 3 Dal. 384. Brown v. Austin, 1 Mass. Rep. 208. Sheffield v Watson, 3 Caine's Rep. 69. Freeman v. Otis, 9 Mass. Rep. 272. An agent who makes a contract on behalf of his principal whose name he discloses at the time to the person with whom he contracts, is not personally liable, and there is no difference in this respect between an agent for government and an individual. RathCHITTY ON BILLS. E agent. By act of With respect to the duty and liability of agents in relation to bills and notes, it has been well observed, that an agent employed in negotiating hills of exchange is bound; first, to endeavour to procure acceptance; secondly, on refusal, to protest for non-acceptance; thirdly, to advise the remitter of the receipt, acceptance, or protesting; and fourthly, to advise any third person that is concerned; and all this without any delay. Losses occasioned by the fraud or failure of third persons, to whom an agent has given credit, pursuant to the regular and accustomed practice of trade, are not chargeable upon him." And therefore, where the receiver of Lord Plymouth's estate took bills in the country of persons who at the time were reputed to be of credit and substance, in order to return the rents in London; the bills were dishonoured and the money lost, and yet the steward was held to be excused ; and if a trustee appoint rents to be paid to a banker at that time in credit, and the banker afterwards breaks, the trustee is not answerable. And it has been observed, that none of these cases are on account of necessity, but because the person acted in the usual method of business. So, in an action for money had and received, the facts were, that the plaintiff had engaged the defendant, as his agent, to receive money due to him from his customers, directing him to remit by the post, a bill for these and other sums due to him; a bill was accordingly remitted to him by the post, but the letter was suppressed, and the money upon the bill received at the banker's by some unknown person, and was not recovered. Lord Kenyon said, had no direction been given about the mode of remittance, still, this being done in the usual way of transacting business of this nature, I should have held the defendant clearly discharged from the money received as agent. It was so determined in Chancery forty years ago. However, it may be collected from a case recently decided in Chancery, that if an agent place his principal's money to his own account with his general banker, without any mark by which it may be specified as belonging to the trust, and the banker fail, the agent will not be excused, because he cannot so deal with his principal's money, as that if the banker's solvency continue, he may be in a condition to treat it as his own, and if insolvency happen he may escape by considering it as belonging to his principal. And a loss oc[ 29 ]casioned by any unauthorized disposal or adventure of the principal's money, and not prescribed by the usage of business, though intended for his benefit, is chargeable to the agent ; and therefore where A. in London, consigned goods to the firm of B. and C. at Hamburgh, for sale, upon a del credere commission, and B. in London, made advances to A. to be repaid out of the proceeds, and B. and C., with the proceeds, purchase bills for A., which they transmitted to B. in London, specially indorsed to him, and these bills, whilst they were in B's. hands, were dishonoured, it was held that B. and C. must bear the bon v Buillong, 15 Johns. Rep. 1. See as to agent indorsing a note for the benefit of his principal, Chalmers, Jones & Co. v. M3Murdo, 5 Munf. Rep. 252. An agent having authority to make notes binding on a company cannot delegate such authority to a sub-agent. Emerson v. Providence Hat Manufacturing Company, 12 Mass. Rep. 237. loss. On the other hand, in general, whatever profit an agent may By act of derive from dealing with bills, the property of his principal, belongs to agent. his principal, and therefore where the master of a ship in a foreign port, from the state of the exchange, received a premium for a bill drawn upon England on account of the ship, it was held, that this belonged to his owner, although there may have been a usage for masters of ships to appropriate such premiums to their own use." Where a person holds bills, as agent for another, and a third person sues him for the same, he may, by resorting to a court of equity, compel the two claimants to litigate the claim, without involving him in the expense of resisting two suits; and a bill of interpleader has been sustained upon bills of exchange, received by the plaintiff as agent, to procure pay ment for his principal in Scotland, to whom they had been remitted, against an order for goods, pursued in an action of trover by such principal, and also by attachment in Scotland by a creditor of the principal. With respect to a person becoming party to a bill, by the act of his By act of partner, it is observable, that although in general one joint-tenant, or partner. person jointly interested with another, in real or personal property, is not capable, by himself, of doing any act which may tend to prejudice the other; yet by the custom of merchants, long established as law, if one partner draw, accept, or indorse a bill or note, in the name, or as on the behalf of the firm, such act will render all the partners liable to a bona fide holder, although the other partners were ignorant of the transactions, and were even intentionally defrauded by their partner," By entering into the partnership each party reposes confidence in the [ 30 ] other, and constitutes him his general agent as to all the partnership concerns, and it would be a great impediment to commerce, if in the ordinary transactions of their trade it were necessary that the actual consent of each partner should be obtained, or that it should be ascertained that the transaction was really for the benefit of the firm; hence the act of one, when it has the appearance of being on behalf of the firm, is considered as the act of the rest, and whenever a bill is drawn, accepted, or indorsed, by one of several partners, as on behalf of the firm, during the existence of the partnership, and it gets into the hands of a bona fide holder, the partners are liable to him, though in truth one partner only negotiated the bill for his own peculiar benefit, without Lucas and others v. Groning and others, 1 Stark. 391. Diplock v. Blackburn, 3 Campb. 43. Thompson v. Havelock, 1 Campb. 527. Payley on Prin. & Agent, 41. 1 Ves. 83. Chitty's Law of Apprentices, 67, 8, 9. * Stevenson v. Anderson, 2 Ves. & Bea. 407. y Offly v. Ward, 1 Lev. 234. Tooker's case, 2 Co. 67. Lingan v. Payn, Bridgm. 129. Bac. Ab. Joint-tenant, H. 3. See the older cases, Pinckney v. Hall, 1 Salk. 126. Lord Raym. 175. S. C. Smith v. Jarves, Lord Raym. 1484. . Layfield, 1 Salk. 292. Amon. Sty. 370. Harrison v. Jackson, 7 T. R. 207. Anon. 12 Mod. 345. Lane v. Williams, 2 Vern. 277. Id. 292. S. C. Bac. Ab. Merchant, C. Vin. Ab. Partners, A. Watson, 195; and the more recent cases, Sheriff v. Wilkes, 1 East, 48. Swan v. Steele, 7 East, 210. Ridley v. Taylor, 13 East, 175. Ex parte |