Although the agent is, in all these cases, ultimately answerable to his em ployer for any damage that may follow from his having entered into an engage ment not within his authority ; yei principal is, in the first instance, bound to keep an engagement so entered into by his agent upon a reasonable presumption of authority.
But in the case of a special agent (that is, of a person appointed merely to do certain particular acts), as no presump tion of authority can arise from usage of trade, so the principal will not be bound by any act not within the real authority of the agent,—and it lies upon those who deal with the agent to ascertain what that authority actually is.
Thus, iu order to illustrate more fully the difference in this respect between general and special agents :—If a person employs a stable-keeper, whose general business it is to sell horses, to sell a par ticular horse for him, and he warrants the horse to be sound, inasmuch as the giving such warranty is within the ordi nary course of his employment, the owner will be bound by such warranty, even though he may have directed expressly that none should be given ; but if he employs another person to sell his horse, whose ordinary business it is not to sell horses,—then, although, if he has given no orders to the contrary, the agent will be justified in giving a warranty, as being a thing incidental to the main object of his employment; yet if he has given ex press orders that no warranty should be given, and the agent gives a warranty in opposition to his orders, he will not 'be bound by it.
As the agreement made by an agent, so likewise all his dealings in connection with it, provided they are within his real or apparent authority, are as binding on the principal as if they were his own acts. Thus the representations made by an agent, at the time of entering into an agreement (if they constitute a part of such agreement, or are in any way the foundation of or inducement to it), and, in many cases, even the admissions of an agent as to anything directly within the coarse of his employment, will have the same effect as if such representations or admissions had been made by the pr cipal himself. So also if notice of any
fact is given, or if goods are delivered to an agent, it will be considered as notice or delivery to the principal. And in general, payment to an agent has the seine effect as if it had been made to the principal, and in such cases the receipt of the agent is the receipt of the prin cipal. But such payment is not valid If it is not warranted by the apparent au thority of his agent. Thus, if money is due on a written security, as long as the security remains in the hands of an agent it is to be presumed that he is authorized to receive the money, and payment to him will therefore discharge the debt: but if the agent has not the security in his pos session, the debtor pays him at his own task, and will be liable, in case the agent should not account for it to his principal, to pay it over again.
If the principal gives notice to the buyer not to pay the money to the factor with whom he made the bargain, he will in general not be justified in doing so; but if the factor had a lien upon the goods for his general balance, he has a right to require the buyer to pay him in stead of his principal : and such payment to the factor, notwithstanding any notice given by the principal, will be a dis charge of the debt.
A principal is in general liable for all damage occasioned to third persons by the negligence or unskilfulness of his agent when be acts within the scope of his employment; and for anymisconduct or fraud committed by him, if it be either at his express command or within the limits of his implied authority.
From this liability, however, it is reasonable that those persons should be exempted who, though they appear in some degree in the character of prin cipals, yet have no power in the appoint ment of those who act under them. Thus the postmasters-general, and persons at the head of other public offices, have been held not to be liable for the conduct of their inferior officers. On the same prin ciple, the owners and masters of vessels are by statute released from all liability to third persons from the negligence or unskilfulness of the pilots by whom they are navigated into port.