that they were all equally responsible to the plaintiff for the payment of the price of the things furnished by him in obedience to such orders. (p)

Several parishioners attended at a vestry, and signed resolutions authorising the churchwardens to cause the tower of the parish church to be repaired; the repairs were done, and a rate was made by the churchwardens on the parishioners for the purpose of defraying the expenses, but this rate, on appeal, was quashed. Pending the appeal, the plaintiff, one of the churchwardens, was sued by the tradesmen who had done the work, and was eventually obliged to pay the whole cost of the repairs; he then brought his action against the defendant, the other churchwarden, for contribution, and it was held that he was entitled to recover from him a moiety of the amount he had been compelled to pay; the other churchwarden having concurred in the orders given for the repairs.(q)

But there is no authority from one parish officer to bind another, resulting from the mere tenure of office. One churchwarden, for example, has no authority as such to pledge the credit of his co-churchwardens for repairs to the parish church, and if he gives orders without their knowledge and concurrence he cannot involve them in the liability incurred in respect of the execution of such orders. (r) A mere honorary churchwarden, who takes no active part in the management of the parish affairs, but devolves all the duties of the office upon a paid colleague cannot be made responsible for the acts and orders of the latter. And an overseer who directs money or goods to be supplied by a third party to certain poor people cannot make his co-overseers responsible for the payment of the goods unless they have expressly or impliedly concurred in such orders or directions either by being present when they were given, or by being in the habit of attending meetings of the overseers and relieving officers, at which orders and directions of that description were in the habit of being given, as previously mentioned.

Whether the ordering of goods by one parish officer for the use of the parish creates a contract binding upon his colleagues, is a question of fact depending upon the particular circumstances of each case. (s)

Overseers of the Poor are bound to take care of casual poor within their parishes, and the law obliges them to reimburse a private individual expenses necessarily incurred by him in procuring relief and medical attendance for a casual pauper on any sudden emergency. (t) If an accident

(p) Lambert v. Knott, 6 D. & R. 122. (q) Lanchester v. Tricker, 8 Moore, 20. (r) Northwaite v. Bennett, 2 Cr. & M. 316, 4 Tyr. 236, s. c.

3

(s) Eaden v. Titchmarsh, 1 Ad. & E. 691, N. & M. 712, s. c. Massey v. Knowles, 3 Stark. 65. Malkin v. Vickerstaff, 3 B. & Ald. 89. (1) Simmons v. Wilmot, 3 Esp. 91.

happens in the parish of A. to a pauper belonging to the parish of B., which disables the pauper, and he is then removed to his own place of abode in his own parish of B. and attended by the surgeon of that parish, the surgeon may maintain an action against the officers of the parish of A. where the accident happened, to recover a reasonable compensation for his medicines and attendance.(u)

“The stat. 59 Geo. 3, c. 12, which gives the churchwardens and overseers power to hold land in the nature of a corporation, (not as a general but as a special corporation,) applies to those cases only where the rents are applicable solely to parochial purposes which are under the control of the parish officers. If the churchwardens and overseers take land jointly with other persons, the terms of the statute are not complied with, as the land cannot be managed by them exclusively for the use of the poor when other persons have the legal estate jointly with them, and might apply part of the land to other purposes." An agreement, therefore, by the churchwardens, overseers, and surveyors, for the lease of land to be converted into gardens for the occupation of the poor, is a personal contract of their own upon which they are individually liable; and they may, consequently, be sued for the rent agreed to be paid to the owner, or for use and occupation, although they have ceased to be parish officers.(v)

Vestrymen who attend the parish meetings, and concur in and sign resolutions for the repairs of the church or the parish roads, for the purpose of setting the churchwardens and surveyors in motion, and authorizing them to act on behalf of the parish, do not incur any individual liability in respect of the carrying out of such resolutions, and of the orders given by the parish officers founded thereon. They have not, like churchwardens, the power of making a rate to provide a fund for defraying expenses, and it is notorious that they attend merely for the purpose of authorising certain things to be done which are to be paid for by a rate upon the parish, and their own individual credit and responsibility are not considered to be in anywise pledged for the payment of the expenses incurred in carrying the vestry resolutions into effect. If the vestrymen were to be considered personally liable, "every inhabitant of a parish would be placed in this situation-if he attended a vestry and signed resolutions at such vestry directing such acts to be done, and soon after ceased to be an inhabitant of the parish and retired to a distant part, he might be called upon, years

(u) Tomlinson v. Bental, 5 B. & C. 745, 8 D. & R. 493; Lamb v. Bunce, 4 M. & S. 275; Atkins v. Banwell, 2 East, 505; Watling v. Wal

ters, 1 C. & P. 132; Paynter v. Williams, 1 Cr.

& M. 815.

(v) Uthwatt v. Elkins, 13 M. & W. 772, 777, 5 & 6 Vict. c. 57, ante 293.

afterwards, to contribute towards expenses incurred in the prosecution of that, over which he had no control, from which he derived no benefit, and for which he had no power to reimburse himself out of any parochial fund or rate." (w) Therefore, where several parishioners attended a vestry meeting and signed resolutions authorising the churchwardens to repair the church tower, and the churchwardens neglected to make a prospective rate for the purpose of raising the necessary money before they went out of office, it was held that the parishioners who had signed such resolutions could not be made responsible for the payment of the repairs.(x) So where the parishioners at a special vestry "resolved" that an indictment preferred against the parish for the non-repair of a highway "should be opposed, and that the surveyors be desired to take the necessary steps for carrying this resolution into effect," it was held that the parties attending and concurring in the resolution did not render themselves individually or collectively responsible for the payment of the costs of an attorney employed by the surveyors for the purpose.(y)

But vestrymen, in vestry assembled, may, like any other persons, exceed their duties as vestrymen, and give their own personal undertaking in respect of the affairs of the parish. Thus, where twenty-four persons in vestry assembled signed a guarantee which was entered in the vestry minute book to the following effect:-"At a vestry meeting, held, &c., it was moved and seconded by, &c., that this meeting do highly approve of the proceedings taken by the present surveyor for the recovery of the money due to the hamlet from, &c., and do hereby GUARANTEE to him all legal expenses that are or may be hereafter incurred by him in prosecuting the said suit;" and it was held by Lord Tenterden that all the vestrymen who had signed the guarantee so entered in the vestry minute-book had rendered themselves personally responsible for the fulfilment of their engagement. (2)

A surveyor of turnpike roads being the mere servant or agent of the commissioners, is not himself in general responsible for the payment of the contractors and labourers employed upon the road. (a)

(w) Best, C. J. 11 Moore, 409.

(x) Lanchester v. Tricker, 8 Moore, 20, 1 Bing. 201, s. c. Lanchester v. Frewer, 9 Moore, 688, 2 Bing. 361, s. c.

(y) Sprott v. Powell, 11 Moore, 398, 3 Bing. 478, s. c.

(2) Heudebowick v. Langton, 3 C. & P. 571. Uthwatt v. Elkins, 13 M. & W. 772.

(a) Pochin v. Pawley, 1 W. Bl. 670. As to actions against surveyors for double the amount of money not paid over by them to their successors in office and the notice of action in such cases, Heudebowick v. Langton, 3 C. & P. 566 10 B. & C. 546, s. c.

CHAPTER XVI.

LIABILITIES EX CONTRACTU IN THE CASE OF PRINCIPAL AND AGENT.

SECTION I.-Deeds. Of the respective liabilities of the principal and agent upon contracts under seal -Of the authority of the agent to bind the principal by deed-Of the execution of such authority -Of the requisite form of covenant to bind the principal and not the agent.

SECTION II.-Liability of the Principal upon Simple Contracts.-Of the agent's authority to sign simple contracts for the principal-Inferences resulting from repeated employment-Subsequent ratification Of the liability of an undisclosed principal-Of the extent and duration of the liability of the principal-Principal how discharged-Satisfaction of the debt by the agent-Acceptance of bills and notes by the creditor from the agent by way of payment-Liability of the principal in respect of deception and fraud on the part of his agent - Misstatements and misrepresentations by the agent binding on the principal-Fraudulent concealment and deceit on the part of the principal and not of the agent.

SECTION III.-Liability of the Agent upon Simple Contracts.-Agreements and undertakings in writing by an agent whose representative character is not disclosed on the face thereof-Bills of exchange and promissory notes signed by an agent without qualification of his liability-Effect of a declaration of the agency upon the face of the contract-Liability of an agent who contracts without due authority from his principal-Or who exceeds his authority-Liability of the agent upon implied contracts-Government officers and agents-Money received by the agent for the use of the principal.

SECTION I.

LIABILITY OF THE PRINCIPAL AND AGENT UPON DEEDS. (a)

Liability of the Principal.—The authority of an agent to bind his principal by deed, must itself be under SEAL,(b) and the deed, when executed by the agent, must be sealed and delivered by him in the name of his

(a) As to the right of action of the principal and agent upon deeds, see ante, 255 to 257.

(b) Horsley v. Rush, cited 7 T. R. 209. Har rison v. Jackson, ib. 210. Williams v. Walsby, 4 Esp. 220. Steiglitz v. Egginton, 1 Holt, 141.

principal, and not in his own name.(c) The covenants, moreover, contained in the deed must be expressed to be made by the principal himself, and not by the agent on his behalf. If the agent contracts in his own name, the principal cannot be sued, because the contract is upon the face of it; the contract of the agent (who makes himself a trustee for the principal,) and not the contract of the principal himself.

We have already seen, that if a covenant be made with A. for and on behalf of B., or for the use and benefit of B., B. cannot sue thereon ; but that the right of action is vested in A., with whom the contract is in terms made, and who stands in the position of a trustee for B. (ante 242, 256.(d) The same rule naturally prevails respecting the liability upon such a covenant, and B. cannot be sued thereon, as he has not covenanted in his own name.

Liability of the Agent.-We have already seen that if a man covenants in his own name, for and on behalf of another, and seals the deed, he is personally liable upon his covenant; it follows, therefore, that if an agent contracts under seal in his own name, on behalf of his principal, he is himself personally responsible for the fulfilment of the contract. He gives his own personal undertaking for the performance of the act covenanted to be done.

There is a wide distinction between entering into a deed, for and on behalf of another, and merely executing it in his behalf. If an agent is duly authorized by power of attorney under seal to enter into and execute a deed for his principal, and the principal is made to contract in his own name, and the agent merely executes the deed for him, then the principal, and not the agent, is bound by the execution of the deed. In such a case it is usual to denote by some form of words that the deed is executed by an agent on behalf of the principal; the agent either signs his own name, adding "for B.," (the principal,) or he signs the name of B., adding, "by A. his attorney;" and as the sealing and delivery of a deed only are at common law sufficient for its due execution, (e) it is apprehended that if that be done by the agent on behalf of the principal, the contract would be binding on the latter whatever signature or form of words might be attached to the seal.

To the general rule, that the authority of the agent to bind the princi

(c) Co. Litt. 258, a. Anon. Moore, 70, pl. 19. Coombe's case 9 Co. 77 a. Frontin v. Small, 2 Str. 705. White v. Cuyler, 6 T. R. 176.

(d) By 8 & 9 Vict. c. 106, it is enacted, that after the 1st of Oct., 1845, an immediate estate or interest, and the benefit of a condition or co

venant respecting any tenements or hereditaments may be taken, although the taker thereof be not named a party to the deed.

(e) Bacon's Abr. (Obligation) c. Cronwell v. Greensden, 2 Salk. 462. Com. Dig. Fait, B. 1.