PRINCIPAL. Leading ; chief ; more im portant.
This word has several meanings. It is need in opposition to accessany, to show the degree of crime committed by two persons. Thus, we say, the prin cipal is more guilty than the accessary after the fact.
In estates, principal is used 8,s opposed to inci dent or accessory : as in the following rule : " The incident shall pass by the grant of the principal, hut not tbe principal by the grant of the incident: a ccessoriunt non ducit, sed sequitur sunnt princi pale." Coke, Litt. 152 a.
It is used in opposition to agent, and in this sense it signifies that the principal is the prime mover.
It is used in opposition to interest : as, the prinoi pal being secured, the interest will follow.
It is used also in opposition to surd : thus, we say, the principal is answerable before the surety.
Prinoipal is used also to denote the more import ant : as, the principal person.
In the English law, tbe chief person in some of the inns of chancery is called principal of the house. Principal is also used to designate the hest of many things: as, the principal bed, the primal pal table, and the like.
In Contracts. One who, being competent sui juris to do any act for his own benefit or on his own account, confides it to another person to do for him. 1 Domat, b. 1, tit. 15, Introd. ; Story, Ag. 3.
2. Every one of full age, and not other wise disabled, is capable of being a principal; for it is a rule that whenever a person has power, as owner, or in his own right, to do a thing, he may do it by another. Comyns, Dig. Attorney (C 1); Heineccius, ad Pend. p. I, 1. 3,, tit. 1, 0 424 ; 9 Coke, 75 b ; Story, Ag. 0 6. Infants are generally incapable of appointing an agent ; but under special cir cnmstances they may make such appoint ments. For instance, an infant may au thorize another to do any act which is bene ficial to him, but not to do an act which is to his prejudice. 2 Kent, Comm. 233-243 ; 9 Coke, 75, 76 ; 3 Burr. 1804 ; 6 Cow. N. Y. 393 ; 10 Ohio, 37 ; 10 Pet. 58, 69 ; 14 Mass. 463. A married woman cannot, in general, appoint an agent or attorney; and when it is requisite that one should be appointed, the husband usually appoints for both. She may, perhaps, dispose of or incumber her separate property, through an agent or attorney, Croke Car. 165 ; 2 Leon. 200 ; 2 Bulstr. 13 ; but this seems to be doubted. Croke Jac. 617; Yelv. 1; 1 Brownl. 134; 2 id. 248; Adams, Ej. 174. Idiots, lunatics, and other persons not sui juris are wholly incapable of appointing an agent. Story, Ag. G.
3. The rights to which principals are en titled arise from obligations due to them by their agents or by third persons.
The rights of principaIs in relation to their agents are--first, to call them to an account at all times in relation to the business of the agency. 2 Bouvier, Inst. 28. Second, when the agent violates his obligations to his princi pal, either by exceeding his authority, or by positive misconduct, or by mere negligence or omissions in the discharge of the functions of his agency, or in any other manner, and any loss or damage falls on his principal, the latter will be entitled to full indemnity. 1 Liver more, Ag. 398 ; Paley, Ag. 7, 71, 74 ; Story, 4g. 0 217 c ; 12 Pick. Mass. 328 ; 20 id. 167 ; 6 Hare, Ch. 366 ; 7 Beav. Rolls, 176. But the loss or damage must be actual, and not merely probable or possible. Story, Ag. 222 ; Paley, Ag. 7, 8, 74, 75. But see id. 74,
note 2. Third, where both the principal and agent may maintain a suit against a third person for any matter relating to the agency, the principal has a right to supersede the a gent, by suing in his own name ; and he may by his own intervention intercept, suspend, or extinguish the right of' the agent under the contract. Story, Ag. 0 403 ; 4 Campb. 194 ; 3 Hill, N. Y. 72, 73 ; 6 Serg. & R. Penn. 27 ; 2 Wash. C. C. 283 ; 7 Taunt. 237, 243 ; 1 Maule & S. 576. But, as we shall presently see, an exception to this rule arises in favor of the agent, to the extent of any lien, or other interest, or superior right, he may have in the property. Story, Ag. 00 393, 397, 407, 408, 4. ln general, the principal, as against third persons, has a right to all the advantages and benefits of the acts and contracts of his agent„and is entitled to the same remedies against such third persons, in respect to such ikets and contracts, as if they were made or done with him personally. Story, Ag. 00418, 420 ; Paley, Ag. 323 ; 8 La. 296 ; 2 Stark. 443. But to this rule there are the follow ing exceptions. First, when the instrument is under seal, and it has been exclusively made between the agent and the third person, as, for example, a charter-party or bottornry bond made by the master of a ship in the course of his employment, in this case the princi pal cannot sue or be sued on it. Story, Ag. 0 422; Abbott, Shipp. pt. 3, cll. 1, 0 2 ; 4 Wend. N. Y. 285; 1 Paine, C. C. 252 ; 3 Wash. C. C. 560. Second, when an exclusive credit is given to and by the agent, and therefore the prin cipal cannot be considered in any manuer a party to the contract, although he may have authorized it and be entitled to all the bene fits arising from it. The case of a foreign factor buying or selling goods is an example of this kind : he is treated, as between him self and the other party, as the sole contractor, and the real principal cannot sue or be sued on the contract. This, it has been well observed, is a general rule of commercial law, founded upon the known usage of trade ; and it is strictly adhered to, for the safety and convenience of foreign commerce. Story, Ag. 0 423 ; Smith, Mere. Law. 66 ; 15 East, 62 ; 9 Barnew. & C. 87; 4 Taunt. 574. Third, when the agent has a lien or claim upon the property bought or sold, or upon its proceeds, which is equal to or exceeds the amount of its value, the prin cipal cannot sue without the consent of the agent. Story, Ag. 00 403, 407, 408, 424. • 5. But contracts are not unfrequently made without mentioning the name of the prin cipal : in such case he may avail himself of the agreement; for the contract will be treated as that of the principal as well as of the agent If, however, the person with whom the con tract was made bona fide dealt with the agent as owner, he will be entitled to set off any claim he may have against the agent, in answer to the demand of the principal; and the principal's right to enforce contracts en tered into b3r his agent is affected by every species of fraud, misrepresentation, or con cealment of the agent which would defeat it if proceeding from himself. Story, Ag. 00 420, 421, 440 ; 2 Kent, Comm. 632; Paley, Ag. 324, 325 ; 3 Bos. & P. 490 ; 7 Term, 359, 360, note ; 2 Caines, N. Y. 299 ; 24 Wend. N. Y. 458 ; 3 Hill, N. Y. 72.