him. He must also possess and exercise such a competent degree of skill sac knowledge as may in ordinary cases be adequate to the accomplishment of the service undertaken.
If an agent does an act which is not warranted by his authority, either express or implied; or if he does an act within his authority, but with such gross neg ligence or unskilfulness that no benefit can accrue from it, the principal may either reject or adopt what he has done. But if he rejects it, he must do so de. cisively from the first, and give his agen. notice thereof within reasonable time ; for if he tacitly acquiesce in what has been done, and still more if he in any way act upon it, he will be presumed to have adopted it. Thus, if an agent puts out his employer's money at interest without his authority ; or if a factor, employed to purchase, deviates from his instructions in price, quality, or kind ; or if he pur chases goods which he might at the time have discovered to be unmarketable, the principal may disavow the transaction : but it in the first cases. he knowingly receives the interest, or, in either of the others, if he deals with the property as his own, he adopts the act of the agent, and relieves him from all responsibility for the consequences.
But if he does not either expressly or impliedly adopt such act, the whole hazard of it lies with the agent, even though he did it in good faith, and for the interest of his employer. Any profit or advantage that may accrue from it he must account for to his principal ; and if loss ensues, he is bound to make it good to him. An agent is likewise answerable to his prin cipal for all damage occasioned by his I negligence or unskilfulness. This re sponsibility applies in all cases, not only to the immediate consequences of his mis. conduct or neglect, but likewise to all such losses as, but for his previous mis conduct or neglect, would not have coo curred ; such, for instance, as the de struction of goods by fire in a place wher he had improperly suffered them to re main ; but it does not extend to such losses by fire, robbery, or otherwise, as are purely accidental, and happen by no default of his own : and his responsibility extends to the whole amount of the damage suffered by the principal, either by direct injury occasioned to his own property, or by his being obliged to make reparation to others.
If an agent's negligence is so gross, or his deviation from his authority so great, as to amount to a breach of his contract, which contract may be either a tbrmal agreement, or it may be merely the legal contract implied in the re lation of agent and principal, the agent is liable to an action for such breach of duty or of contract, whether any injury has been sustained by it or not ; but if no injury has been in fact sustained, the damages will be merely nominal.
8. The third general duty of an agent is to keep a clear and regular account of his dealings on behalf of his principal ; to communicate the results from time to time ; and to account when called upon, without suppression. concealment or overcharge.
An agent is not in general accountable for money until he has actually received it, unless he has by improper credit, or by other misconduct or neglect, occa sioned a delay of payment. But an agent acting under a commission Del cre:lere, that is, one who has undertaken to be surety to his principal for the solvency of the persons whom he deals with, is, in their default, accountable for the debt ; and in all cases where ar. agent has ac tually received money on behalf of his principal, he is bound to take care of it according to the general rules which re gulate his conduct ; and if any loss is occasioned by the fraud or failure of third persons, he will, unless his conduct be warranted by his instructions, or the usage of trade, be bound to make it good; if a stranger, for instance, calls upon him by a written authority to transfer the money in his hands, and the authority is a forgery, he will be accountable for all that is transferred under it.
The principal is in general entitled not only to the bare amount of what has been received by his agent, but to all the in crease which has accruid to the property while in his possession. The agent is, therefbre, accountable for the interest, if any has actually been made, upon the balance in his hands ; and likewise for every sort of profit or advantage which he may have derived by dealing or spe culating with the effects of his principal.