AGENCY. A relation between two or more persons, by which one party, usually called the agent or attorney, is authorized to do certain acts for, or in relation to the rights or property of, the other, who is denominated the principal, constituent, or employer. Prof. Joel Parker, MSS. Lect. 1851.
The right on the part of the agent to act, is termed his authority or power. In some instances the authority or power must he exercised in the name of the principal, and the act done is for his benefit alone. In others, it may be executed in the name of the agent, apd, if the power is coupled with an interest on the part, it may be executed for his own benefit. Prof. Joel Parker, Harvard Law School Lect. 1851.
2. The creation of the agency, when ex press, may be either by deed, in writing not by deed, or by a verbal delegation of author ity. 2 Kent, Comm. 612 ; 3 Chitty, Comm Law, 104 ; 9 Yes. Ch. 250 ; 11 Mass. 27, 97, 288; 1 Binn. Penn. 450 ; 4 Johns. Ch. N. Y. 667.
When the agency is not express, it may be inferred from the relation of the parties and the nature of the employment, without proof of any express appointment. 2 Kent, Comm. 613; 15 East, 400 ; 1 Wash. Va. 19 ; 5 Day, Conn. 556.
In most of the ordinary transactions of business, the agency is either conferred ver bally, or is implied from circumstances. But where the act is required to be done in the name of the principal by deed, the authority to tilt agent must also be by deed, unless the principal be present and verbally or impliedly authorize the agent to fix his name to the deed. 1 Livermore, Ag. 35 ; Paley, Ag. 157 ; Story, Ag. as 49, 51; 5 Binn. Penn. 613; 1 Wend. N. Y. 424 ; 9 id. 54, 68; 12 id. 525 ; 14 Serg. & R. Penn. 331.
3. The authority may be general, when it extends to all acts connected with a particular business or employment ; or special, when it is confined to a single act. Story, Ag. 17; 21 Wend. N. Y. 279 ; 9 N. II. 263 ; 3 Blackf. Ind. 436. If the powers are special, they form the limits of the authority ; if general, they will be more liberally construed, accord ing to the necessities of the occasion and the course of the transaction.
4. The agency must be antecedently given, or subsequently adopted ; and in the latter case there must be an act of recognition, or an acquiescence in the act of the agent from which a recognition may be fairly implied. 2 Kent, Comm. 614. If, with full knowledge of what the agent has done, the principal ratify the act, the ratification will be equiva lent to an original authority,—according to the maxim, omnis rattihabitio mandato cequi paratur. 1 Livermore, Ag. 44 ; Paley, Ag. 172. An intention to ratify may be presumed from the silence of the principal who has received a letter from the agent informing him of what has been done on his account. Paley, Ag. 31; 1 Livermore, Ag. 49, 50, 396; Story, Ag. 258; 12 Johns. N. Y. 300; 3 Cow. N. Y. 281 ; 4 Wash. C. C. 549 ; 14 Serg. & R. Penn. 30.
5. The business of the agency may concern either the property of the principal, of a third person, of the principal and a third person, or of the principal and the agent, but must not relate solely to the business of the agent. A contract in relation to an illegal or immoral transaction cannot be the foundation of a legal agency. 1 Livermore, Ag. 6, 14.
6. The termination of the agency may be by a countermand of authority on the part of the principal, at the mere will of the prin cipal ; and this countermand may, in gene ral, be effected at any time before the con tract is completed, 3 Chitty, Com. & Man. 223 ; 2 Livermore, Ag. 309 ; Paley, Ag. 185; Story, Ag. as 463, 465 ; even though there may be an express agreement not to revoke. But when the authority or power is coupled with an interest, or when it is given for a valuable consideration, or when it is a part of a security, then, unless there is an express stipulation that it shall be revocable, it can not be revoked. Story, Ag. as 476, 477 ; 2 Livermore, Ag. 308, 309 ; Paley, Ag. 184, 185 ; 2 Kent, Comm. 643, 644 ; 2 Mas. C. C. 244, 342. When the authority has been partially executed by the agent, if it admit of sever ance, or of being revoked as to the part wbich is unexecuted, it may be revoked as to that part; but if it be not thus severable, and the agent by its execution in part will sustain damage, it cannot be revoked as to the nn executed part unless the agent be fully in demnified. Story, Ag. 466. This revoca tion may be by a formal declaration publicly made known, by an informal writing, or by parol ; or it may be implied from circum stances, as, if another person be appointed to do the same act. Story, Ag. a 474 ; 5 Binn. Penn. 305; 6 Pick. Mass. 198. It takes effect from the time it is made known, and not be fore, both as regards the agent and third per sons. Story, Ag. a 470 ; Paley, Ag. 188 : 2 Livermore, 306, 310; 2 Kent, Comm. 644; 11 N. H. 397.
7. The determination may be by the re nunciation of the agent either before or after a part of the authority is executed, Story, Ag. a 478; it should be observed, however, that if the renunciation be made after the au thority has been partly executed, the agent by renouncing it becomes liable for the dam ages which may thereby he sustained by his principal, Story, Ag. a 478 ; Jones, Bailm. 101 ; 4 Johns. N. Y. 84 ; or, by operation of law, in various ways. And the agency may terminate by the expiration of the period during which it was to exist and to have effect ; as, if an agency be created to endure a year, or until the happening of a contin gency, it becomes extinct at the end of the year, or on the happening of the contingency. Story, Ag. a 480.
S. The determination may result from the marriage of the principal, if a feme sole; his insanity, 2 Livermore, Ag. 307 ; Story, Ag.
481 ; 10 N. H. 156 ; 8 Wheat. 174 ; bank ruptcy, Story, Ag. 4 482; 16 East, 382 ; Baldw. C. C. 38 ; or death, Story, Bailm. a 209 ; 2 Kent, Comm. 645 ; Paley, Ag. 186 ; but not when the authority is coupled with an interest, Story, Ag. a 483 ; 2 Livermore, Ag. 307 ; Paley, Ag. 187 ; 4 Campb. 325 ; or from the insanity, Story, Ag. a 487, bankruptcy, 5 Barnew. & Ald. 27, 31, or death of the agent, 2 Kent, Comm. 643 ; though not necessarily by mar riage or bankruptcy, Story, Ag. as 485, 486 ; 12 Mod. 383; 3 Burr. 1469, 1471; from the ex. Unction of the subject-matter of the agency, or of the principal's power over it, or by the complete execution of the trust. Story, Ag.
499 ; Story, Bailm. a 207 ; 2 Bouvier, Inst. 51, 52.