AGENT. An agent is a person who acts under authority from his principal, and the extent of his powers to bind his principal is limited to the terms of that authority. It is therefore necessary in dealing with an agent, in matters of any importance, to ascertain exactly what are his powers. If an agent is authorised to enter into a con tract under seal, he must be appointed by deed. He may have authority to act only in some particular or special duty, as in the case of an agent empowered to purchase a house ; or the authority may be of a much wider nature and constitute a person a general agent, as in the case of a manager of a branch bank, where he is authorised to take charge of the branch and conduct its busi ness. The manager's actions will bind his principals within the scope of that business, and though there may be, as between the principals and the manager, a clear arrange ment as to the limitation of the latter's authority, as regards a third party who has no knowledge of any such private arrange ment, the principals will be bound by the manager's actions, even if he has disregarded that private arrangement.
Where a person's authority is unlimited, he is called an universal agent, and the prin cipal is bound by whatever his agent does, so long as it is in accordance with the law of the land.
An agent has no power to delegate his authority to another person.
Where an agent in exercise of his author ity. affixes his name to a bill of exchange, as drawer, acceptor, or indorser, he must be careful to sign in such a manner that no personal liability will attach to him. The addition of such words as " manager," " agent," " secretary " would not be suffi cient to clear him from personal liability.
In Leadbitter v. Farrow (1816, 5 Al. LS: S., at p. 349), Lord Ellenborough said : " Is it not an universal rule that a man who puts his name to a bill of exchange thereby makes himself personally liable, unless he states upon the face of the bill that he subscribes it for another, or by procuration of another, which are the words of exclu sion ? Unless he says plainly, ' I am the mere scribe,' he is liable."
The Bills of Exchange Act, 1882. Section 26, provides as follows : " (1) Where a person signs a bill as drawer, indorser, or acceptor, and adds words to his signature, indi cating that he signs for or on behalf of a principal, or in a representative character, he is not personally I liable thereon ; but the mere addition to his signature of words describing him as an agent, or as filling a representative character, does not exempt him from personal liability.
" (2) In determining whether a signature on a bill is that of the principal or that of the agent by whose hand it is written, the construction most favourable to the validity of the instrument shall be adopted." In signing foi a company it is much better if an agent states definitely the capacity in which he signs, and prefixes the words per e.g., per pro. T. Brown Sons, Ltd., R. Jones, Secretary. per pro. British Banking Co.. Ltd.
But the form of signature. " T. Brown & Sons, Ltd., R. Jones, Secretary," without the prefix per pro., is very common.
With regard to a procuration signature, Section 25 enacts : " A signature by procuration operates as notice that the agent has but a limited authority to sign, and the principal is only bound by such signature if the agent in so signing was acting within the actual limits of his authority." Where a signature is placed on a bill with out the authority of the person whose signature it purports to be, the unauthorised signature is wholly inoperative. The sup posed principal is not bound because it is not his signature ; and the supposed agent is not bound on the bill because the signature pretends to be that of a principal. Apart from the bill, a person so signing would be liable for false representation of authority.
No person is liable as drawer, indorser, or acceptor of a bill who has not signed it as such, except where a person signs in a trade or assumed name, or in the name of a firm.