AGENT-Appointment. Continued. unless charter limits method of appointment. Parol evidence as to this allowed. Carey v. Philadelphia Co., 1, 349 7. Sale under power of attorney not under seal. McDonald v. Bear River Co., 1, 626 8. Renewed agency must be proved.--Third parties can not presume a renewal of the agency from the mere fact of the old agent being found conducting operations after termination of agency. Van Dusen v. Star Quartz Co., 3, 26 9. Statements of the assumed agent are not proof of agency or of its renewal. Id. 10. Agent holds at pleasure of principal-Exception.--The only exception to the rule is when the power of attorney held by the agent is coupled with an interest in the property, founded upon a valid consideration. Flagstaff M. Co. v. Patrick, 4, 19 11. Contract-Authority of agent.-The appointment of an agent for a corporation to make a contract for work and labor need not be made under seal or by resolution of the board but his authority can be inferred from the admitted relations of the agent to the corporation, or from the course of business. Crowley v. Genesee Co., 4,71 12. Annual hiring.-A written contract by which a party is employed "to act as agent," etc., to be paid $3,000 in equal quarterly payments," is a hiring for a year. Kirk v. Hartman, 11, 450 13. Letters proving agency submitted to jury-Jury's finding to stand. Pence v. Langdon, 13, 32 13, 497 14. Agency a question of fact for the jury. Kelsey v. Northern Light Co., 15. The fact of agency can not be proved by the declarations of the alleged agent alone. Omaha Co. v. Tabor, 16, 184 B. Relation to Principal. 16. Agent as trustee.-An agent who buys the outstanding title to his principal's mining claim, may be treated by his principal as trustee in effecting the purchase and taking the title; he can not act on the subject-matter of his trust for his own benefit. Hardenberg v. Bacon, 1, 352 17. Agent can not assume adverse relation while the relationship exists. If employed to sell he can not buy, and vice versa. Deep River Co. v. Fox, 1, 296 18. Distinction between ministerial and other agents.-But this rule applies only to those agents of trust and not service; not to those employed merely as instruments. Id. 19. The rule not applied to agent forcing legal sale for just debt. Id. 20. Agent can not contract for profit to himself in violation to his duty to his principal. Cumberland Co. v. Parish, 1, 423 21. The rule includes corporate officers.-Directors and managers of corporations are within the rule guarding transactions between trustees and beneficiaries, or principals and agents. Id. 22. Profit at expense of company.-In case of corporate directors there is an inherent rule that they must not use their positions to ad AGENT-Relation to Principal. Continued. vance their own interest as distinguished from that of the corporation. Id. 23. Burden of proof, where a fiduciary relation existed, is upon the trustee to show the perfect fairness of his transaction with his beneficiary, and this by proof, independent of the instrument under which he claims. Id. 24. Agent can not act for both parties without their consent. Finerty v. Fritz, 1, 437 25. Rights of agent and agent's partner.-B. was the agent of H. with reference to certain mining ground to which H. claimed title. B. was also in partnership with W., and B. & W. purchased the outstanding title to the property. Held, that B. & W. took as tenants in common; that B. took an undivided half as trustee for H., his principal, and that W. took the other undivided half in his own right; that W. had the same right to purchase the outstanding title as any other person, and that his partnership imposed no disability upon him in respect to the property. Hardenbergh v. Bacon, 26. Agent can not make secret profit. Collins v. Case, 27. Agent must account for his own subscription. Id. 1, 352 1, 91 28. Agent can not purchase. Cumberland Co. v. Sherman, 1, 322 29. Steward taking lease from his principal, his character as agent accompanying him as tenant, deprives him of the benefit of an objection that might be competent to another person, as to delay or neglect of the plaintiff in making a demand upon the defendant for the excess of coal taken out under his lease. Beaumont v. Boultbee, 1, 253 30. A general account may be decreed against the tenant, who is also agent, with respect to fraud, concealment and breach of trust. Id. 31. Acceptance of service of summons by an attorney in fact for a corporation, who is not its general manager, and has not express authority to appear in suits against it, can not bind it. Lamb v. Gaston Co., 1, 381 32. An agent can not purchase on account of another, that which he sells on account of himself. Marye v. Strouse, 2, 294 33. Refusal to agent to receive ore is a refusal to his principals and no notice to them personally is necessary. Grove v. Donaldson, 2,507 34. Organizers, acting as corporate agents, can not take profit against the company. Simons v. Vulcan Oil Co., 6, 633 35. Receipt of money by an agent is prima facie evidence of receipt by a principal; and the receipt by one partner, that it is by the firm. Id. 36. The knowledge of the agent of the vendee is as binding upon him as his own knowledge. Tuck v. Downing, 7,84 37. Agent to purchase may repudiate his agency and act for himself, using his own funds, in which case he can not be declared a trustee for his principal, although he may have misled the latter. First Nat. Bank v. Bissell, 11, 547 38. Agent to convey property may, after agency ceases, purchase same property. Cons. Rep. Mt. Co. v. Lebanon Co., 15, 490 39. Corporation formed by agent.-A new company, organized by an agent, in which company he is a director and principal stockholder, AGENT--Relation to Principal. Continued. taking the land, with full notice of the facts attending the purchase, will stand in no better position than the agent. Id.; Cumberland Co. v. Sherman, 1, 322 40. Liability for acts of agents, ultra vires.-Principals are bound only by the acts of agents done within the scope of their authority. Alexander v. Cauldwell, 5, 650 41. Fiducial relation of local agent to the principal.—The understanding by one on the ground to procure a purchaser for a mining claim, the owners being non-residents, and having no other agent in the territory to look after the claim, constitutes a fiduciary relation in such person to such property. Lockhart v. Rollins, 16, 16 42. Such agent can not relocate a mining claim in his own behalf to the injury of his principal. Id. C. Relations to Third Parties. 43. Clandestine partnership by an agent with a party supplying timber to the mine of his principal is unlawful. He will be decreed to account for and pay over the profits. Massey v. Davies, 1,247 44. Substitution.-An agent who can not purchase directly from his principal can not act for another in such purchase. The Cumberland C. & I. Co. v. Sherman, 1, 322 45. Contract to pay price in excess of authority-Laches. Atlas Co. v. Johnston, 1, 388 46. Advances, in name of principal, for agent's benefit.—Parties discounting paper drawn by an agent upon his principal, are bound to act as prudent men in the light of all facts within their knowledge bearing on his authority. N. Y. Iron Mine v. Citizens Bank, 2, 172 47. Agent not responsible to extent of principal.-The agent of the works sued was wrongfully made a party defendant to bill in equity for injunction against trespass by mining, and for account of ore taken; all the trespasses complained of were done by subordinates under him, and were for the sole benefit of the works. Stockbridge Co. v. Cone Iron Works, 6, 317 48. Contract by agent, not disclosing his principal, makes principal liable in case of a breach. By contracting in his own name the agent only adds his personal obligation to that of his principal. Youghiogheny Co. v. Smith, D. Powers of. 10, 139 49. One person acting as agent for two companies.—Such a double authority would dispense, with such formalities as could not be complied with where one man acts for both companies. Adams Co. v. Senter, 241 50. Transfer of property from one company to another, when the same person is agent for both. Id. 51. Authority of such agent to exchange supplies. Id. 52. General powers of superintendents, or general agents in charge of mines, will be recognized without proof, as covering all the ordiVOL. XVI-20. AGENT-Powers of. Continued. nary local business of the concern; and persons dealing with them have a right to assume this, unless otherwise notified. Id. 53. Agent's power to hire.-An agent of a mining company may employ laborers in the business of the company, but he can not pledge the faith of the company to other persons. Cons. Gregory Co. v. Raber, 1, 405 54. Power of mining company to buy timber-General agent.— There is no lack of power in a mining company to buy or sell timber, and a purchase or sale of it by a general agent is within his powers, and will be upheld. Adams Co. v. Senter, 1, 241 55. Agent can not pledge credit, even to save sacrifice. Hawtayne v. Bourne, 56. Authority of mining superintendent to borrow money. v. First Nat. Bank, 1, 285 Breed 1, 467 57. Superintendent can not borrow money-Special power, construed. Brown v. Byers, 1,308 58. General power of attorney implies no power to make promissory note. Washburn v. Alden, 1, 320 59. Hire of hostler for agent to do business for more than one company is not a contract within the power of the agent to bind the defendant company. Cons. Gregory Co. v. Raber, 1, 405 60. Agent can not change terms of written contract by the principal unless authorized to do so. But a parol contract made by the authorized agent of a corporation, is an express promise of the corporation. Lonkey v. Succor Co., 1, 411 61. Authority to draw post-dated drafts. New York Mine v. Citizens Bank, 2, 171 62. Notice of equities to holder of draft.-Where knowledge of circumstances that would excite suspicion in the mind of a prudent man on becoming the transferee of negotiable paper is not enough to affect the paper in his hands with pre-existing equities, he must have actual notice of such equities, or at least, knowledge such as would make his taking the paper with the intention of enforcing it, an act of bad faith. Id. 63. Effects of an irrevocable power of attorney made by corporation. Davis v. Flagstaff Co., 2, 660 Authority of agent of corporation exercised in excess of the corporate powers. Alexander v. Cauldwell, 64. 5, 650 65. Acts of deputy.-A statute requiring surveys for purposes of settlement to be made by the county surveyor is sufficiently complied with if made by a person in his employ and certified as his official act. Robinson v. Imperial Co., 10, 370 66. Agent applying for patent.-Though there may be circumstances where an application for patent would not be advantageous to a company, the mere allegation of such fact is not sufficient. Sherman v. Clark, 7, 483 67. Superintendent working without control of the president or board of trustees is not necessarily working to the injury of the stockholders. Id. AGENT. Continued, E. Ratification. 68. Evidence of authority may be shown by the acts and declarations of the officers of a mining company relative to agents' expenditures in litigation and in compromising claims. Wild v. New York Co., 1, 413 69. The admission of the corporate officers, when informed of the claim, were held to amount to a ratification. Cons. Gregory Co. v. Raber, 1, 405 70. The principal may at its option adopt a sale so made to its agent, or may have it set aside, without proof of actual fraud. Cumberland Co. v. Sherman, 1, 322 71. Duty of principal to either ratify or repudiate. Breed v. First Nat. Bank, 1, 467; Union Co. v. R. M. Bank, 1, 433 1, 433 72. Of unauthorized acts. Union Co. v. R. M. Bank, 73. Principal and agent.—The rule is that whenever a party undertakes to act as the agent of another, if he does not possess any authority therefor, or if he exceeds his authority, he will be personally responsible to the person with whom he is dealing on account of his principal. Ratification can only be effectual between the parties when the act is done by the agent avowedly for or on account of the principal. Charles v. Eshelman, 2, 65 74. Of act of agent.-It is too late to dispute the authority of Stewart to make the contract, after accepting and paying for the services of Tierney for seven months; such acts furnish strong grounds to presume a ratification. Boulder Valley Co. v. Tierney, 2, 381 75. Sale to agent confirmed with reluctance.—The sale to the agent disapproved and only allowed to save further loss. Wren v. Kirton, 2, 408 76. Of unauthorized sale-Estoppel.-An unauthorized sale of land can be ratified only in writing or by such conduct as creates an estoppel; and such ratification must be by a party informed of the facts. And there can be no estoppel, unless a party is misled to his prejudice by the one against whom it is set up and does material acts relying upon conduct well calculated to mislead him. Palmer v. Williams, 14, 580 77. Foreman's purchase after his agency has ceased.-Company is liable for it unless it has given notice of lapse of agency to the parties selling the goods. Van Dusen v. Star Quartz Co., F. Revocation. 3, 26 78. Removing agent and replacing him with a new agent is no change of possession. Flagstaff Mining Co. v. Patrick, 4, 19 79. Power to appoint and remove agents rests with the company itself and can not be shifted or transferred by any contract made by the board of directors. Id. 80. Consent to sell at a certain time at a certain price can not, if the sale falls through, be construed to hold the property for sale at that price at a subsequent time. Palmer v. Williams, 14, 580 |