AUTHORITY. In Contracts. The law ful delegation of power by one person to an other.
Authority coupled with an interest is an authority given to an agent for a valuable con sideration, or which forms part of a security.
Express aqthority is that given explicitly, either in writing or verbally.
General authority is that which authorizes the agent to do every thing connected with a particular business. Story, Ag. 17.
It empowers him to bind his employer by all acts within the scope of his employment; and it cannot he limited by any private order or direction not known to the party dealing with him. Paley, Ag. 199, 200, 201.
Limited authority is that where the agent is • bound by precise instructions.
Special authority is thatwhich is confined to an individual transaction. Story, Ag. 19 ; 15 East, 400, 408 ; 6 Cow. N. Y. 354.
Such an authority does not bind the employer, unless it is st4ictly pursued ; for it is the business of the party dealing with the agent to examine his authority and therefore, if there be any qualifica tion or express restriction annexed to it, it must be observed; otherwise, the principal is discharged. Paley, Ag. 202.
Naked authority is that where the prin cipal delegates the power to the agent wholly for the benefit of the former.
A naked authority may he revoked ; an author ity coupled with an interest is irrevocable.
Unlimited authority is that where the agent is left to pursue his own discretion.
2. Delegationoj: An authority may be dele gated by deed for any purpose whatever ; for whenever an authority by parol would he sufficient, one by deed will be equally so. When the authority is to do something which must be performed through the medium of a deed, then the authority must also be by deed, and executed with all the forms neces sary to render the instrument perfect ; unless, indeed, the principal be present, and verbally or impliedly 'authorize the agent to fix his name to the deed ; as, if a man be authorized to convey a tract of land, the letter of attor ney must be by deed. 1 Livermore, Ag. 35 ; Paley, Ag. Lloyd ed. 157 ; Story, Ag. 49, 51 ; 3 Chitty, Comm. Law, 195 • 5 Binn. Penn. 613 ; 14 Serg. & R. Penn. 331 ; 2 Pick. Mass. 345 •, 5 Mass. 11; • 1 Wend. N. Y. 424 ; 9 id. 54, 68; 12 id. 525; 11 Ohio, 223. But a written authority is not required to author ize an agent to sign an unsealed paper, or a contract in writing not under seal, even where a statute makes it necessary that the contract, in order to bind the party, shall be in writing, unless the statute positively requires that the authority shall also be in writing. Paley,
Ag. Lloyd ed. 161 • 2 Kent. Comm. 613, 614 ; Story, Ag. 50; 1 Chitty, Comm. Law, 213 ; 6 Ves. Ch. 250 ; 8 Ired. No. C. 74.
3. For most purposes, the authority may he either in writing not under seal, or verbally, or by the mere employment of the agent ; or it may be implied from the conduct of the employer in sanctioning the credit given to a person acting in his name. Paley, Ag. 2,161. The exigencies of commercial affairs render such an appointment indispensable. Story, Ag. 47; Dig. 3. 3. 1. 1; Pothier, Pand. 3. 3. n. 3 ; Domat, 1. 15, 1. art. 5 ; 3 Chitty, Comm. Law, 5, 194, 195 ; 7 Term, 350. The authority given must have been possessed by the person who delegates it, or it will be void ; and it must be of a thing lawful, and be otherwise capable of being delegated, or it will not justify the person to whom it is given. Dig. 102 ; Kielw. 83 ; 5 Coke, 80.
An authority is to be so construed as to include not only all the necessary and proper means of executing it with effect, but also all the various means which are justified or allowed by the usages of trade. Story, Ag. 58, 60"; 1 Livermore, Ag. 103, 104; 6 Serg. & R. Penn. 146 ; 10 Wend. N. Y. 218 ; 11 Ill. 177.
4. Exercise of. An agent who has bare power or authority from another to do an act must execute it himself, and cannot delegate his authority to a subagent; for the confi dence being personal, it cannot be assigned to a stranger. Story, Ag. 13 ; 1 Livermore, Am. 54-66 ; 2 Comm. 633. But the principal may, in direct terms, authorize his agent to delegate the whole or any portion of his authority to another. Or the power to appoint a sub-agent may be implied, either from the terms of the original authority, from the ordinary custom of trade, or from the fact that it is indispensable in order to accom plish the end. 1 Livermore, Ag. 55 ; Paley, Ag. Dunlop ed. 175 ; Story, Ag. 14; 9 Ves. Ch. 234, 251, 252. See DELEGATION.