4. It is also the duty of an agent to apprize his principal, with all convenient expedition, of all material acts done or contracts concluded by him.
5. The conduct of an agent, confi dentially intrusted and relied on for counsel and direction—as an attorney, for instance—is liable to a stricter investiga tion, if he in any way acts improperly. It is also a general principle, that an agent cannot make himself an adverse party to his principal ; for instance, if he is employed to sell, be cannot mike himself the purchaser : such a trans action is liable to be set aside in a court of equity, unless it be made clearly to appear that the principal gave his consent to it, and that the agent fur nished him with all the knowledge which he himself possessed: and in like manner, an agent employed to purchase cannot be himself the seller ; if he acts as such, be is accountable to his princi pal for all the profits he has made by his indirect dealing.
We are now to consider what are the duties of the principal to his agent ; or what are the rights of an agent.
1. The first right of an agent is to his commission; that is, the remuneration to be paid to him in return for his services. The amount of Commission is sometimes determined by agreement between the parties ; sometimes it is regulated by the usage of trade; and in some few cases. as of brokerage for the procuring of loans, &c., the amount of commission is limited by act of parliament.
An agent has uo right to commission for doing auy act not within his authority, unless it is afterwards adopted by his principal. He may also forfeit his right to commission by misconduct : as, if he keeps no account; if he makes himself an adverse party to his principal ; or if, in consequence of his negligence or un skilfulness, no benefit accrues to the prin cipal from the services performed.
2. Besides his commission, an agent is entitled to be reimbursed all such ad vances made on behalf of his principal, as are justified by his authority, whether expressed or implied, or subsequently sanctioned by his principal. And cases may sometimes occur of urgent danger, when there are no means of referring for instructions, in which an agent, acting for the best, is justified in making ad vances without particular directions, and ander exigencies not provided for by regular rules of business. Thus if on account of the lateness of the season, or other good cause, he insures the cargo without orders, he is entitled to charge his principal with the premium, and in such a case even the assent of the prin cipal would be inferred from very slight circumstances. But an agent is not en
titled to be reimbursed payments that are merely voluntary and officious; nor ex penses occasioned by his own negligence or unskilfulness.
An agent has also, as a further security, a lien upon the property of his principal ; that is, a right to retain it in his posses sion in the nature of a pledge for the sa tisfaction of his demands. Lien is either particular or general. A particular lien Is a right to retain the thing itself in respect of which the claim arises. This right is very extensively admitted in our law, and is possessed by bailees in gene ral, and consequently by all agents in the nature of bailees. [LIEN.] General lien is a right to retain any property of the principal which may come into the agent's possession in the regular course of business. This, being an extension of the general right, exists where it is created by contract, by the previous dealings of the parties, or by the usage of trade. Factors, packers, where they are in the nature of factors, insurance-brokers, and bankers, have, by usage, a general lien in their respective employments.
This right may in general be exer cised in respect of any claim to com mission or reimbursement which the agent may have acquired in the due exe cution of his authority ; but it does not extend to demands arising from transac tions not within his course of dealing as each agent.
An agent's lien. does not attach unless the property is actually in his possession : a consignee has therefore no lien on goods consigned to him, if the consignor stops them before they come into his hands; nor unless they have come into his possession in the ordinary course of business : he has consequently no lien on property which has been casually left in his office, which has been deposited with him as a pledge for a specific sum, or which he has obtained possession of by fraud or misrepresentation. And if an agent parts with the possession of the property, the lien is in general lost : but by scat. 4 Gee. IV. c. 83 (the factor's act), if a factor pledges the goods or com mercial documents of his principal as a security for advances made, with notice that they are not his own ; or if, without such notice, he pledges them for a pre existing debt due from himself, the lien of the factor on such goods or documents is transferred to the person with they are pledged ; that is to say, in other words, he acquires the same right upon them which the factor, while they re mained in his possession, could have en forced against the principal.