middle of the week following. L said the ceived into the defendants' store and sold with plaintiff would do so, and, if not, that the $10 their goods, was not a ratification of the purpaid would be forfeited and belong to the de-chase in their name, and that the plaintiff could fendant, whereupon the defendant took the not recover of them as for goods sold, but must money. The plaintiff, as soon as he could at-look to the proceeds, as provided in the writtend to it, but later than the middle of the fol- ing. Town v. Hendee, 27 Vt. 258. lowing week, called for and offered to take and 22. An agent was appointed at a meeting of pay for the cheese. The defendant refused to a fire district "to purchase whatever of fire apdeliver the cheese because not called for by the paratus the district may vote to buy." The dismiddle of the week, and refused to pay back trict then voted, (1), "that $500 be appropriated the $10. In an action for refusal to deliver, to defray the expenses and preparation of suitand on the money counts;-Held, that the able fire apparatus for the use of the district;" plaintiff could not recover for the refusal to and (2), "that the agent be instructed to expend deliver, but could recover the $10 retained-La sum not to exceed $1,000, which shall include having no authority to make a new bargain, fire apparatus and reservoirs, and all things nor to pay the $10, except upon the terms of necessary for the protection of the district from the plaintiff's acceptance of the defendant's fire." The agent purchased of the plaintiff, original offer, which the defendant had legally who had a copy of these votes, a fire engine, repudiated. Sprague v. Train, 34 Vt. 150. &c., at the price of $738. Held (Peck, J, dissenting), that the agent did not exceed his authority under these votes. Hunneman v. Fire District, 37 Vt. 40. 18. In a case where a special demand is necessary in order to lay the foundation for an action upon a contract, a demand different from what the contract calls for is nugatory. In such 23. The defendant was employed by the case, where a demand was made by an agent dif- plaintiff to assist him in selling some horses, ferent from what the contract called for, and taken from Vermont to Baltimore, Maryland; his authority was limited to the making of a was there directed to take them to Richmond, demand in that form;-Held, that a refusal to Va., and if not there sold to take them for sale comply with such demand, or to do anything to Petersburgh, Va. The defendant did so, but about the matter, was not a waiver of the agent's not succeeding in selling the horses at either want of authority, nor a waiver of a legal de- place, he, without communicating with the mand. Groot v. Story, 41 Vt. 533. plaintiff, took the horses into North Car19. The plaintiff authorized L to sell a olina, South Carolina and Georgia, and building for him at a price named. L sold it finally succeeded, by swapping off the horses, to the defendants at that price, with the mu- in converting them into money. The defendtual understanding that they might immediately ant acted throughout in good faith, for what he take possession and remove it, and should pay supposed was for the best interests of the plainfor it at their convenience after such removal. tiff. Held, that he had no authority to go beWhile the defendants were removing the build-yond Petersburgh, and that he was not entitled ing, the plaintiff forbade them from meddling to be allowed, as against the proceeds of the with it. The defendants persisted and the sale, his expenses and charges after leaving plaintiff brought trespass therefor. The court Petersburgh. Fuller v. Ellis, 39 Vt. 345. charged the jury, that the authority given to L to 24. Baldwin, the agent of an express comsell, authorized him to surrender the possession of pany, employed the defendant to receive exthe building without payment, upon the defend-press packages in Baldwin's absence, giving the ants' promise to pay after its removal at their company's receipts therefor, and to deliver convenience. Held erroneous:-that, as a spe- packages. The general agent of the company cial agent, L had no authority to sell on a cre- knew of this arrangement, made no objection, dit; that this was a sale upon a credit; nor could he waive the plaintiff's lien for the price. Riley v. Wheeler, 44 Vt. 189. and permitted the business to be so done. The plaintiff delivered a package of money to the defendant to be forwarded by express, believ20. A special agent to sell a horse has au- ing him to be the agent of the company. The thority to warrant, unless directed otherwise by defendant received the package, and gave a his principal. Deming v. Chase, 48 Vt. 382. receipt therefor in the usual form of the com21. A writing directed to the plaintiff, author-pany's receipts, signed "J. B. Baldwin, agent, izing a special agent of the defendants to sell in by S. W. Proctor," (defendant). The package their store with their goods whatever goods the was not entered on the books of the company plaintiff might sell or consign to such agent, and and never reached the consignee. The plainthat he might draw out the avails of all said tiff, after demand of the money of the defendgoods sold, was held not to authorize such agent ant, brought this action of assumpsit in the to purchase goods of the plaintiff in the name common counts therefor. Held, that in this of the defendants; and where he did so, the transaction the defendant was the agent of the fact alone that the goods so purchased were re-lexpress company and that his acts bound the company; and therefore he was not liable in occupy in a house which the plaintiff was this action. Landon v. Proctor, 39 Vt. 78. building for the defendant, under a contract 25. Construction of a writing creating a which did not include the finishing off of that limited agency. Spooner v. Thompson, 48 Vt. room. Held, that from the defendant's owner259. ship of the house and the fact that T was his 26. Risk of dealing with agent. Who- clerk, it could not be inferred, as matter of law, ever deals with an agent, having only a special that the room was finished off by the express or limited authority, is bound at his peril to or implied consent of the defendant, and that he know the extent of the authority. White v. was not liable to pay therefor. Emery v. Langdon, 30 Vt. 599. Sprague v. Train, 34 Thompson, 27 Vt. 614. Vt. 150. Goodrich v. Tracy, 43 Vt. 314. 35. Where one, without any authority prov 27. A contract cannot be implied against a ed, signs his name to a promissory note as attorprincipal which his agent had no authority to ney for A, a letter afterwards written to the make, and when such want of authority was payee by A, in which he speaks of the note as known to the other party. (Applied to a transaction with an overseer of the poor where the town was sought to be charged.) Aldrich v. Londonderry, 5 Vt. 441. my note and promises to pay it if the payee will wait a certain time for payment, is in law an adoption of the act of the attorney, and is equivalent to an antecedent authority to execute the note. So held in an action brought upon the note before the expiration of the time for payment named in the letter. Bigelow v. Denison, 23 Vt. 564. 28. Where the plaintiff sold goods to B to be used in a business carried on by him in the name of the defendant, but where B had no authority to buy goods on the defendant's credit, and the plaintiff charged the goods to 36. The defendant in March received money the defendant,-it was held, in an action on from his wife, which at the time he understood book for the price, that it was not enough to was received by her in payment of a debt due charge the defendant in the action that the him, but which in fact was the proceeds of a plaintiff might be justified from the circum- note taken by her for such debt, and by her, stances in regarding the defendant as the prin- without authority, indorsed in the defendant's cipal, unless he also had sufficient grounds for name to the plaintiff bank, which paid her the believing that B was authorized to make the money thereon. The defendant, on the 22nd purchase on the defendant's credit. Brown v. Billings, 22 Vt. 9. 27 Vt. 265. 29. Where a note was given by one as an agent, but without authority, and this was known to the payee ;-Held, that, in an action thereon by a bona fide holder, the principal was not liable. Holden v. Durant, 29 Vt. 184. May following, learned the true facts in the case, and knowing that the maker of the note was in failing circumstances, withheld from the bank the fact of the unauthorized use of his name in the indorsement, until after the protest of the note, June 8, and retained the money. Held, that this was in law a ratification of the 30. Ratification of act of agent. The ac- indorsement, and that it was error not so to ceptance of a contract negotiated in one's be-instruct the jury. Bank of Orleans v. Fassett, half by a volunteer agent perfects it, as if made 42 Vt. 432. by precedent authority. Williamson, 1 Vt. 212. Middlebury College v. 37. The plaintiff authorized her agent to settle a civil prosecution in her behalf for 31. Though where an agent exceeds his au- bastardy against one P, a married man, and the thority, his principal may repudiate the transac-agent settled it by taking the note of the defention entirely, yet he cannot adopt one part of it dant to her therefor, and upon the additional and reject another, but his adoption of it in part consideration, as expressed in an agreement is an adoption of it as a whole. Newell v. Hurlburt, 2 Vt. 351. 32. That a contract made by an agent, though without authority, cannot be rescinded by the principal while he retains the consideration, see Gray v. Otis, 11 Vt. 628. executed by her, that she would not institute or testify in any criminal prosecution against P. In an action upon the note,-held, that the note was illegal and void, notwithstanding the agent exceeded his authority in making such agreement not to prosecute, and although the plain33. If an agent exceeds his authority by bor- tiff signed the agreement without knowing its rowing money on the credit of his principal, and contents, supposing it to be merely a settlement the money goes into the business of the princi- of the civil prosecution; for that, by receiving pal, and to his benefit, yet all without his know- the note and putting it in suit, she in law ratifiledge, he is not liable therefor to the lender, ed the acts of her agent. Smith v. Pinney, 32 without a subsequent promise to pay. Spooner Vt. 282. v. Thompson, 48 Vt. 259. 38. The appropriation by a corporation of 34. The plaintiff, at the request of T, the money obtained on a promissory note, executed defendant's clerk, finished off a room which the as the note of the corporation by one, as agent, clerk wished to occupy and afterwards did but without authority, is a ratification of his act and makes it the note of the corporation. Wind-Jan action upon the subscription,-Held, that the ham Prov. Inst. v. Sprague, 43 Vt. 502. subsequent declarations of the intestate to 39. Where A acted for and in behalf of B, strangers that he had taken that amount of stock as in the sale of B's horse, though A was in- in the corporation, did not amount in law to a terested in the sale to the extent of having all ratification of the subscription. They were he could get above a named price, and B being only evidence. Rutland & Bur. R. Co., v. informed of the terms of the contract consented Lincoln, 29 Vt. 206. thereto and received the proceeds of the sale, 45. It is not the duty of a principal, upon the warranty of A binds B as his agent, whether learning that his special agent, or other person, A acted by the direction and request of B, or by has sold his property without authority, to seek his permission merely in making the sale. Held the purchaser and give notice of his claim; and erroneous, upon these facts, to leave to the jury his omission to do so, and his mere silence, are the question of A's agency, or whether B adopt- not ordinarily to be construed as a ratification ed and ratified the contract "as made on his own of the sale. White v. Langdon, 30 Vt. 599, and account." Fay v. Richmond, 43 Vt. 25. see Strong v. Ellsworth, 26 Vt. 366. 40. Where A was agent for B in negotiating 46. Revocation by death of principal. the purchase of a horse, and he negotiated the The death of the principal instantly terminates trade so far as to agree upon the price and the the authority of the agent; and all dealings terms of payment, and paid part of the price, with the agent thereafter, although by parties but the completion of the trade was left open ignorant of the principal's death, are void and until B should see the horse, and B afterwards, of no effect. Davis v. Windsor Savings Bank, on seeing the horse, took it and adjusted the 46 Vt. 728; and see Mich. State Bank v. Leavenbalance of the price upon the terms first agreed worth, 28 Vt. 209. Mich. Ins. Co., v. Leavenupon by A, and took a bill of sale of the horse ;- worth, 30 Vt. 11. Seargent v. Seward, 31 Vt. Held, that A was so far agent of B that B was 509. bound by the previous notice to A of an unsoundness of the horse, although B had no such tain. notice or information in fact. Hill v. North, Champlain is to be regarded as the general 34 Vt. 604. 47. Particular agents Steamboat cap- agent of the owners; and prima facie the owners 41. A put upon his farm for the use of B, his are liable for all contracts for carrying made tenant, a yoke of oxen at an appraised value, by the captain or other general agent for that the profits or loss to be divided. By mutual purpose, within the powers of the owners themconsent B sold the oxen at a price fixed upon, selves. The onus of proving that such contract which A received. In an action against both was personal with the captain is upon the for a false representation as to soundness, made owners; and held, that the mere fact that the by B in the sale,—Held, that both were liable, owners permitted the captain to take the perwhether the relation between them be regarded quisites for carrying parcels [as bank bills], as that of partners, joint owners, or principal was not sufficient to exonerate the owners (a and agent, although A did not know of the un-corporation) from liability as common carriers; soundness, or of the false representation of B.-that this was an arrangement among themLadd v. Lord, 36 Vt. 194. selves. Farm. & Mechs. Bank v. Champlain 42. The defendants' agent pledged their Tr. Co., 23 Vt. 186. credit to the plaintiffs, for goods to be supplied 48. Clerk in Store. The clerk in a store to K, their sub-contractor. The defendants was held to be the general agent of his princiagreed to pay therefor, if they had sufficient pal for the sale of goods, and that his sale of funds in their hands belonging to K,-which they goods upon a credit bound the principal, had. At the defendants' request, K examined although he exceeded his authority in so doing, his accounts with the plaintiffs and the defen- where the purchaser had no notice of the limitadants delivered a statement thereof to the agent tion of the authority. Linsley v. Lovely, 26 Vt. who proceeded to pay part. Held, that although 123. the agent might have exceeded his authority in the outset, the defendants by their subsequent acts had adopted and ratified his promise. Burgess v. Harris, 47 Vt. 322. 43. An expressed disapprobation of the acts or authority of one who assumed to act as agent of another, will not prevent a subsequent ratifiIcation and adoption of them. Woodward v. Harlow, 28 Vt. 338. 49. Clerks in our country stores, with whom are left the goods and demands of our merchants, have charge of both, and, in the absence of their principals, have authority to receive pay on the demands, and to institute suits for their security, when an emergency arises, and to employ an attorney therein, and, as incident, to defeat a previous fraudulent attachment, and thus bind their principals. Davis v. Waterman, 10 Vt. 526. 24 Vt. 96. 44. One B, without authority, signed the name of the intestate as a subscriber for ten 50. Agent with power of sale. shares of the capital stock of a corporation. In the plaintiff put into the hands of a general Where trader, who was also a factor employed in sell-| 57. B had been the defendant's agent in the ing goods for others, a lot of goods for sale, and peddling of stoves, but his agency had in fact also sent him other goods of like kind by mis- ended. He continued the same business, holdtake, and not intended or received for sale, and ing himself out to the world as such agent and the trader sold all the goods;-Held, that the dealt with the plaintiff, the plaintiff believing plaintiff could not avoid the sale as to any of him to be still agent. B's general course of the goods. Gibbs v. Linsley, 13 Vt. 208. dealing was known to the defendant, and the 51. K, the plaintiff's agent, holding the defendant had given no notice of the terminaplaintiff's property with power of sale, sold it tion of B's agency. Held, that he was bound to S by sale which was fraudulent as to K's by B's contract with the plaintiff. Bradish v. creditors, who attached it. Held, that the Belknap, 41 Vt. 172. plaintiff's title passed to S; that the sale was good as to the plaintiff, and that he had no remedy against K's creditors. Ib. 52. A power of sale conferred upon a bailee is a personal trust, which the bailee cannot delegate to another. Hunt v. Douglass, 22 Vt. 128. 53. Sub-agent. A sub-agent employed to sell stoves, &c., in a given section of country, for cash, or other pay, or on credit, in his discretion, is not, as such, authorized to give the note of his principal payable in such wares at a future day, and thereby bind his principal by| the acknowledgment of "value received.” Denison v. Tyson, 17 Vt. 549. 58. Mode of contracting. One having authority to sign the name of another to a paper-as, a subscription paper-may do it by the hand of a third person. Norwich University v. Denny, 47 Vt. 13. 59. If one executes a contract under seal, on the part and behalf of another, he must execute it in the name and affix the seal of the principal. Roberts v. Button, 14 Vt. 204. Wheelock v. Moulton, 15 Vt. 519. Isham v. Bennington Iron Co., 19 Vt. 259. Miller v. Rutland & Washington R. Co., 36 Vt. 452. 60. The conveyance of a patent right by the deed of A, by the written consent of B, the owner, was held to be equally effective with a 54. Agent from necessity. The defendant conveyance directly from B. Sherman v. had contracted to float certain lumber of the Champlain Transportation Co., 31 Vt. 162. plaintiff down a river and deposit it in a cer- 61. The agent of a corporation, for a debt tain cove, but being prevented by the owner of of the corporation, gave a note of the character the cove from there depositing it, he left it following: "I, A B, as agent of the G. M. T. fastened in an eddy below, from which it was corporation, promise, &c." Signed, "A B, swept away by a freshet. In an action for agent of the G. M T. corporation." Held, that negligence ;-Held, that from a contingency this was the note of the corporation, and that not contemplated by the parties the defendant no action lay against A B thereon. Proctor v. became the plaintiff's agent from necessity, and Webber, 1 D. Chip. 371. 20 Vt. 49. was bound to take prudent care of the lumber 62. The defendants, agents of an unincorporuntil he had given such notice to the plaintiff ated company, of which the plaintiff was a as to afford him an opportunity to take charge member, in consideration of land conveyed to of it, and that until such notice it remained in them in trust for the company, executed to the defendant's custody. Pickett v. Downer, 4 him a note therefor, as follows: "For value Vt. 21, and see Beckwith v. Frisbie, 32 Vt. 559. received, we, the agents of the Wallingford 55. Notice of termination of agency. Manufacturing Company, promise to pay C G There are cases of a long continued agency R ten hundred dollars and interest till paid; where notice of a revocation of the agency is and this note is to be subject to such assessnecessary, and where, without such notice, ments as shall be made on the capital stock of there remains such an apparent agency after said company, subscribed for by said R, and the revocation, as will bind the principal by if such assessments shall not cover the full the subsequent acts of the agent as to one who amount of this note, the balance to be paid in bona fide contracts with him on the faith of his two years from date, but the assessments made agency. But this principle does not apply are to be indorsed when they become due."where the supposed agent had originally only a Dated, and signed by the defendants, adding special authority to do a particular act, or the words, "Agents of the Wallingford Manumake a particular contract. Watts v. Kav-facturing Company." The assessments on the anagh, 35 Vt. 34. plaintiff's subscription amounted to but part 56. The implied authority arising from a of the note. Held (by a majority), upon the general employment continues even after the facts appearing, (1), that the defendants did agency has in reality ceased, as regards parties not intend to contract personally; (2), that who have before given and continue to give they did not exceed their authority,-and credit to it, and who have not actually received, hence that they were not personally holden and cannot be presumed to have had, notice of upon the note. Roberts v. Button, 14 Vt, the change. Tier v, Lampson, 35 Vt, 179, 195. 63. Joint agency. In a matter of private | goods for his principal, assumed a personal liaconcern, or of private appointment, confided to bility for the payment, the vendor being unwillmore than one agent, not public officers having ing to trust the principal;-Held, that the prinauthority as such, all must join in the execu- cipal could not claim that their relations were tion of the power-as, commissioners appointed thereby changed, so long as the agent made no by a town to subscribe for stock in a railroad. claim as purchaser, but recognized his agency. Danville v. Montpelier, &c., R. Co., 43 Vt. Dow v. Worthen, 37 Vt. 108. 144. See Hodges v. Thacher, 23 Vt. 455. Newell v. Keith, 11 Vt. 214. 1. As to his principal. 72. An agent is not excused from accounting to his principal for money received on sales of goods for his principal, although such sales, OF as between the principal and the purchaser, were illegal. Baldwin v. Potter, 46 Vt. 402, and see Thayer v. Partridge, 47 Vt. 423. 64. The primary obligation of an agent, whose authority is limited by instructions, is to adhere faithfully to those instructions; for, if he unnecessarily exceed his commission, he renders himself responsible to his principal for the consequences of his act. 39 Vt. 345. 65. An agent is bound by the instructions of his principal, only as he understood them, unless there was fraud, or some fault on his part in not comprehending them. Pickett v. Pearsons, 17 Vt. 470. sum. 73. Where one employs an agent, knowing his incompetency, if the agent does his best he is entitled to compensation. The defendants, a school district, employed the plaintiff to superintend the repairs of the school house. He did this in good faith and with as much diligence and skill as he did his own business. The Fuller v. Ellis, defendants knew the plaintiff's habits and ability in this respect when they employed him. Held, that the plaintiff was entitled to recover what it was worth to him to do the work, although "an ordinarily skilful and shrewd man" could have made the repairs for a less Felt v. School District, 24 Vt. 297. 66. When the character and nature of the 74. A was agent of B for selling a patent business in which an agent is employed require right, under a contract that he was to have half it, he should keep full, accurate and regular he could get, and pay his own expenses. A havaccounts of all his transactions of his pay-ing sold some rights and incurred expenses, the ments and disbursements-and should render, parties agreed that A should give up his agency at all proper times, an account thereof to his and B would pay such expenses. A gave up principal, without suppression, concealment or the agency and charged B such expenses. Held, overcharge. Ordinarily, if he omits his duty that the agreement was upon sufficient considin this particular, in a court of justice a pre-eration, although B might have had a right to sumption arises against him. Prout, J., in terminate the agency at will, without payment Gallup v. Merrill, 40 Vt. 137. of expenses; and that such expenses were re67. But, for a fault in these respects;- coverable in an action of book account. Perry Held, that he does not thereby forfeit a bal-v. Buckman, 33 Vt. 7. ance due him, or compensation for his services. Ib. 133. Walker v. Norton, 29 Vt. 226. 68. An agent, authorized to sell only for money, is liable as for money had and received upon a sale, although he sells for something else than money. Thompson v. Babcock, Brayt. 24. 69. Where the defendant received the plain tiff's money as agent, but afterwards denied the agency and claimed the money as his own;-Held, that he could not urge in defense that the suit was brought without a demand first made. One cannot claim the privileges of a relation which he has repudiated. Tillotson v. McCrillis, 11 Vt. 477. 70. In order that an agent to collect a debt should be held chargeable, in an action of account, as having made the debt or its proceeds his own by reason of his negligence, the case must be one of gross and palpable negligence. Pickett v. Pearsons, 17 Vt. 470. 2. As to third person. 75. A person assuming to act as the agent of another without authority may be made liable on the contract as principal; or, if the nature of the case do not admit of such remedy, he may be made liable for all damages by action on the case as for a deceit. Thus assuming to act is prima facie fraudulent. Clark v. Foster, 8 Vt. 98. 76. In regard to contracts under seal, this last may be the most appropriate, perhaps the only remedy. Redfield, J., in Roberts v. Button, 14 Vt. 202. 77. In simple contracts, if an agent does not disclose his agency and name his principal, he binds himself, although he may not have intended to assume a personal liability. Royce v. Allen, 28 Vt. 234. 78. An agent who undertakes to bind a 71 Where an agent, on the purchase of principal by simple contract, but without au |