Another duty of the agent is to obey instructions, and the agent is liable for losses incurred by his disobedience. While the necessity of a sudden emergency may be a justification for the agent, in the use of sound discretion, in departing from his instruc tions without consulting his principal, on ordinary occasions an agent makes material and unauthorized departures from his origi nal instructions at his peril. It is further the duty of every agent "to bring to the performance of his undertaking, and to exercise in such performance, that degree of skill, care and diligence which the nature of the undertaking and the time, place and circum stances of the performance justly and reasonably demand. A failure to do this, whereby the principal suffers loss or injury, con stitutes negligence for which the agent is responsible.";; The law holds an agent to the exercise of such care and skill as persons of common capacity engaged in the same business may be supposed to possess. In the case of an architect the law would presume, in the absence of anything to the contrary, that in giving his services, he warranted himself to possess in a reasonable degree. the knowl edge and skill required for the work undertaken.
Delegation of Powers by Agent. The principal is entitled to the personal knowledge and skill of his chosen agent, and the agent may not unless specially authorized, delegate to others the powers conferred upon him by his principal. But in the case of duties of the agent which are merely mechanical or ministerial, involving no elements of judgment, discretion or personal skill, power to delegate is implied. So the nature of the duty may be such as to require reliance upon others in performing it; and the authority of an agent will be so construed as to include the neces sary and usual means of execution, so long as such means are not prohibited by express instructions.
Undisclosed Principal. When an agent, in dealing with a third party, does not disclose the name of his principal, the third party is at liberty, on finding out who the principal is, to choose between holding him responsible, or holding the agent himself personally bound by the transaction. Consequently an agent, for his own protection, should not only state that he represents an other person, and is not binding himself, but should make it clear just who his principal is. Thus if an architect be employed to purchase material or to contract for labor, he ought to state that he acts only in behalf of the owner, whose name he should give. The proper form of signature where an agent acts for his princi pal is "A (name of principal), by his attorney, B(name of agent).".
Questions of Agency in Connection with Corporations, So cieties and Public Officers. In dealing with a body of persons. incorporated or unincorporated, it is important for an architect to know whether his employment is authorized, so that he may look to some satisfactory source for his compensation. It has already
been stated that in dealing with corporations it is prudent to ascer tain whether the proposed action is within the powers of the cor poration. It is further to be noted that a corporation can act only through agents, and that questions will therefore arise as to the powers of the agent, who will usually be an officer of the corpora tion. Thus in entering into a contract with a corporation, one should have evidence of the powers of the representative of the corporation with whom he deals. The power would generally appear in the by-laws or in some vote of the stockholders or di rectors. Many powers connected with routine business are con ferred upon officers merely by virtue of their office, the by-laws investing them with the ditties usually incident to" the office in question. In important matters depending upon votes, it is to be considered whether the proceedings are formally correct, a matter upon which expert advice may be necessary. Oftentimes business houses or social or religions societies have names which might in dicate them to be corporations, while in fact they are not incor porated. The law does not recognize as an entity or unit any firm or unincorporated association, but regards such bodies as merely collections of individuals, although statutes in some status permit snit to be brought against even an unincorporated society as a body. Aside from these statutes, in suing a club or unincor porated society the persons composing it must lie named individ ually, and the legal remedy is against such members as are liable; whereas in the case of a corporation, it is sued as a legal person. In the latter case the liability of stockholders is limited; but a member of an unincorporated club or society who is bound by a contract made for the society may be liable to the full extent of the contract. o general rule can be laid down, however, that all members are liable for acts of a society. The question arises whether each member has given authority to bind him by the given action, a question often of great difficulty. Thus an archi tect who supposes himself to be acting for a club or religious so ciety, may find himself in case of dispute with a claim against only the members of a small committee which authorized the work.
In dealing with public officials, the limits of their authority are to be ascertained from the general laws, or from the charter of the particular municipality. A public body, in order to have its acts valid, must be acting as a body at a meeting properly held and organized. The agreement of all the members of.such a body outside of a meeting does not constitute official action.