Construction of a ForeiArn POWer of iittorney.—In the of Chatenay v.
The Brazilian .S'ubmarine Telegraph Co., the plaintiff; a Brazilian subject, executed in 13razil in the Portuguese language a power of attorney to a broker resident in London to buy and sell shares. The question arose for decision whether the extent of the authority thus conferred upon the broker was to be determined by Brazilian or by English law. It was decided that, so far as the authority was intended to be acted upon England, its extent, with regard to English transactions, must be deternfined by English law. But the intention of the principal should be first ascertained by the evidence of competent translators, including if necessary Brazilian lawyers. Said Lord Esher : "This authority was given in Brazil, and the meaning is to be established by ascertaining what the plaintiff meant when he wrote it in Brazil. The authority being given in Brazil, and being written in the Portu guese language, the intention of the writer is to be ascertained by evidence of competent translators and experts, including if necessary Brazilian lawyers, as to the meaning of the language used ; and if according to such evidence the intention appears to be that the authority shall be acted upon in foreign countries, it follows that the extent of the authority in any country in which the authority is to be acted upon is to be taken to be according to the law of the particular country where it is acted upon." General principle qf construction.—Powers of attorney are to be construed is to say, that where an act purporting to be done under a power of attorney is challenged as being in excess of the authority conferred by the power, it is necessary to show that on a fair construction of the whole instrument the authority in question is to be found within the four corners of the instrument, either in express terms or by nek!essary implication. Such
is the old rule of law as recently judicially indorsed In the case of Bryant Powis v. La.Banque du Peuple, wherein it vvas held that a power authorising the agent to make contracts for—(1) the purchase or sale of goods; (2) the chartering of vessels ; and (3) the employment of agents and servants ; and as incidental thereto to do certain specified acts, including the indorsement of bills, and other acts of the same kind as those specified, but not including an authority to borrow money, does not authorise the agent to borrow money on his principal's behalf when such an act is not necessary for the declared purposes of the power. The old authority of Stagg v. Elliot was there re fethd to and approved, and may be usefully mentioned here. That case is resp4nsible for the important proposition that the words " per pro," in the acceptance or indorsement of a bill of exchange or promissory note, amount to an express statement that the party so accepting or indorsing the bill or note has only a special and limited authority, and therefore, that a person who takes a bill or note so accepted or indorsed is bound at his peril to inquire into the extent of the agent's authority.
(8) Order, request, or direction under hand only from the pro prietor of any stock to any company or to any officer of any company or to any banker to pay the dividends or interest arising from the stock to any person therein named.