7. Who may be agent.—Bowstead states the gen eral doctrine as follows: All persons of sound mind, including infants and other per sons with limited or no capacity to contract or act on their own behalf, are competent to contract or act as agents. Provided that the personal liability of the agent upon the contract of agency, and upon any contract entered into by him with any third person, is dependent on his capacity to contract on his own behalf : But a principal may appoint any person as his agent and, within the scope of the agent's authority, will be bound by his acts whether the agent is compe tent or not. If he appoints an infant, an insane per son, a married woman, a partnership or a corporation, he is master of his choice and is bound thereby. The agent is looked upon merely as an instrument. Sup pose A appoints B, who cannot read, as his agent, with authority to make and sign a contract for him. A cannot set aside the contract on the ground that B is not able to read it ; he must abide by his own choice of an incompetent person.
8. What acts may be done by an gen eral rule is that a man may appoint an agent to do for him anything which he has power in his own right to do. Thus, he may appoint an agent to execute a deed, to make a contract. The appointment may be to act in all the principal's affairs, or in some par ticular matter; it may be limited by instructions as to the agent's conduct, or his conduct may be left to his own discretion. Tho, where he acts at his own dis cretion, he must none the less act according to the gen eral usage in the business in which he is employed.
While an agent can be appointed by bare words, without a writing, he cannot bind his principal in some matters, as for example by a deed, unless he is ap pointed by deed. But where a duty is imposed on a person by statute, or because the exercise of his spe cial discretion, skill or knowledge is desired, an agent cannot replace him. Thus if A undertakes, because of his sjecial knowledge of the pulp business and be cause of his influence, to negotiate a purchase of pulp, or the placing of a company's pulp products, he can not delegate his powers for these purposes to an agent.
9. several agents are appointed for the same business, they are jointly and sev erally liable for each other's acts of ,administration, unless it is otherwise stipulated. And where they are appointed to act jointly and severally, one or more of them could execute the mandate independ ently of the others. But if they are appointed to act jointly, in ordinary cases they must all concur in the execution of the act, unless they are authorized to bind their principal by the decision of a majority, or of a quorum.
10. What acts may be ratification is meant the adoption by one person of the act or con tract done or made in his behalf by another without his authority. The person doing the act may have had no authority or he may have exceeded his authority. When ratified, the act or contract is as valid as if performed or made by the principal himself. Hence
a person may ratify any act which is not radically void. The act or contract must be ratified as a whole and not in part. The principal cannot ratify the part that may be beneficial and reject what is not. But the person who ratified an act must be the per son on whose behalf it is done; he must have existed at the time and be an ascertainable person with capacity to do the act in question; tho he need not be known in any way to the person who assumes to act as his agent.
The law concerning ratification of contracts can best be shown by concrete examples. Take, for ex ample, the case of A, who, authorized, insures the goods of B, the policy of which B ratifies and accepts. A's contract on his behalf is thus ratified and he must pay the premium and may claim under the policy.
A purchases four diamonds from X on behalf of P, and tells X that P will pay for them. X extends the credit to P, who upon hearing of the contract rati fies it. If A loses one of the diamonds and tells P all about the contract and his loss of the one diamond, P would not be permitted to retain the three unless he paid for all. Having ratified the contract, he would be bound by the act of his agent and would have to stand the burden of the latter's negligence.
Where a bank's representative gives instructions to seize horses covered by a lien note assigned to the bank, as security for money borrowed by the payee thereof, and the person so instructed seizes horses other than those covered by the note, at two different times, and the bank's representative ratified the act of such person in the second seizure and detaining of horses, and instructed him not to take back the first horses seized until he saw that he had the right ones, the bank is liable for the acts of such person in seiz ing the But ratification of an agent's unauthorized agree ment for the sale of land does not arise from the fact that the siim paid the agent by the purchaser was, without the principal's knowledge, included in the amount of a check given to the principal by the agent for money actually due from him, which sum the former returned to the purchaser's agent as soon as he learned of its inclusion in the check.' The S Company had sold goods to the A Company. The amount was in dispute. The A Company ar ranged a settlement with B, the agent of the S Com pany, and sent a check to the S Company for the amount, with a letter stating that it was in full set tlement of their claim pursuant to the agreement made with B. The S Company cashed the check, but wrote that they did not intend to be bound by the settle ment made by B, altho they would credit the amount on account. Then the S Company sued the A Com pany for the balance. It was held they could not recover. They could not repudiate the settlement and at the same time use the check sent in pursuance thereof. Even tho the act of B was unauthorized, retaining and using the check was a ratification.