A mere agent cannot generally appoint a sub-agent, so as to render the latter directly responsible to the principal. Story, Ag. 13; 9 Coke, 75 ; 3 Mer. 237 ; 2 Maule & S. 298, 301; 1 Younge & J. Exch. 387 ; 4 Mass. 597 ; 12 id. 241; 1 Hill, N. Y. 501; 13 B. Monr. Ky. 400 ; 12 N. H. 226 ; 3 Stor. C. C. 411 ; but may when such is the usage of trade, or is understood by the parties to be the mode in which the particular business might be done. 9 Ves. Ch. 234; 1 Maule & S. 484; 2 id. 301; 6 Serg. & R. Penn. 386 ; 1 Ala. N. s. 249; 3 Johns. Ch. N. Y. 167.
Duties and liabilities.
The particular obligations of an agent vary according to the nature, terms, and end of his employment. Paley, Ag. 3 ; 2 Ld. Raym. 517. He is bound to execute the orders of his principal whenever, for a valuable con sideration, he has undertaken to perform them. Story, Ag. 189 ; 6 Cow. N. Y. 128 ; 7 id. 456; 20 Wend. N.Y. 321. When his au thority is limited by instructions, it is his duty to adhere faithfully to those instruc tions, Paley, Ag. 3, 4 ; 3 Bos. & P. 75 ; 5 id. 269 ; Story, Ag. 192 ; 3 Johns. Cas. N. Y. 36; 1 Sandf. N. Y. 111 ; 26 Penn. St. 394; 14 Pet. 494; but cases of extreme necessity and unforeseen emergency constitute exceptions to this rule, 1 Stor. C. C. 45 ; 4 Binn. Penn. 361; 5 Day, Conn. 556 ; 26 Penn. St. 394 ; 4 Campb. 83 ; and where the agent is required to do an illegal or an immoral act, 6 C. Rob. Adm. 207 ; 7 Term, 157 ; 11 Wheat. 258, he may violate his instructions with impunity. Story, Ag. 193, 194, 195. If ho have no specific instructions, he must follow the ac customed course of the business. Paley, Ag. 4 ; Story, Ag. 199 ; .1 Gall. C. C. 360 ; 11 Mart. La. 636. When the transaction may, with equal advantage to the principal, be done in two or more different ways, the agent may in general do it in either, pro vided a particular mode has not been pre scribed to him. 1 Livermore, Ag. 103. He is to exercise the skill employed by persons of common capacity similarly engaged, and the same degree of diligence that persons of ordinary prudence are accustomed to use about their own affairs. Story, Ag. 183 ; Pal. Ag. 77, 78 ; East, 348 ; 6 Taunt. 495 ; 10 Bingh. 57 ; 1 Johns. N. Y. 364; 20 Pick. Mass. 167 ; 6 Metc. Mass. 13 ; 24 Vt. 149.
It is his duty to keep his principal informed of his doings, and to give him reasonable notice of whatever may be important to his interests. Paley, Ag. 27, 38, 39; Story, 208 ; 5 Mees. & W. Exch. 527 ; 4 Watts & S. Penn. 305 ; 1 Stor. C. C. 43, 56 ' • 4 Rawle, Penn. 229 ; 6 Whart. Penn. 9 ; 13 Mart. La. 214, 365.. He is also bound to keep regular accounts, and to render his accounts to his principal at all reasonable times, without concealment or overcharge. Paley, Ag. 47, 48 ; Story, Ag. 203 ; Story, Eq. Jur. 623.
As to their principals, the liabilities of agents arise from a violation of duties and obligations to them by exceeding his author ity, by misconduct, or by any negligence, emission, or act by the natural result or just consequence of which the principal sustains a loss. Story, Ag. 217 c; Paley, Ag. 7, 71, 74; 1 Livermore, Ag. 398; 1 Barnew. & Ad. 415 ; 6 Hare, Ch. 366 ; 12 Pick. Mass. 328 ; 20 id. 167 ; 11 Ohio, 363 ; 13 Wend. N. Y. 518 ; 6 Whart. Penn. 9. And joint agents who have a common interest are liable for the misconduct and omissions of each other, in violation of their duty, although the busi ness has, in fact, been wholly transacted by one with the knowledge of the principal, and it has been privately agreed between them selves that neither shall be liable for the acts )r losses of the other. 1 Livermore, Ag. 79— 84 ; Story, Ag. 232 ; Paley, Ag. 52, 53; 7 Taunt. 403.
The degree of neglect which will make the agent responsible for damages varies accord ing to the nature of the business and the re lation in which he stands to his principal. The rule of the common law is, that where a person holds himself out as of a certain busi ness, trade, or profession, and undertakes, whether gratuitously or otherwise, to per form an act which relates to his particular employment, an omission of the skill which belongs to his situation or profession is im putable to him as a fraud upon his employer. Paley, Ag.. Lloyd ed. 7, note 4. But where his employment does not necessarily imply skill in the business he has undertaken, and he is to have no compensation for what he does, he will not be liable to an action if he act bond fide and to the best of his ability. 1 Livermore, .Ag. 336, 339, 340.