Anderson v. Coonley

21 Wend. 279 | N.Y. Sup. Ct. | 1839

By the Court,

Nelson, Ch. J.

Í think the common pleas erred. A general agent is bound to exercise a sound discretion in the business in which he is engaged, and he possesses all the necessary implied powers within the scope of his authority for this purpose. An authority to settle accounts, implies a power to allow credits; to sell a horse, to make a sale in the usual way. The agent stands in the place of his principal, in respect to the particular business, and should conduct it as a.prudent and discreet man would manage his own affairs. The doctrine in respect to a special agent is different: as a general rule, it may be said he is confined to his instructions; but the authority of the agent being limited to a particular business does not make it special; it may be as general in regard to that, as if the range of it was unlimited. .

1 It appears to me that the .general authority to Worthing-; ton to contract for barley, reasonably implied power to modify or cancel the contracts which, might be made by him. This power is essential to enable the agent to protect the interests of his principal; otherwise,-he is altogether disabled from getting rid of an improvident engagement, and is circumscribed in the exercise of his discretion when it might be most essential in the course of the execution of his poweis, I venture to say such is the general understanding of principals and of the business community. It cannot be an unauthorized stretch of power to modify contracts which a party is generally authorized to enter into for another : and if he may do this, he may upon the same principle waive them altogether. • There can be no danger to the-principal in this latitude of construction of -the powers of the agent ;■ for if he be willing to trust the agent with power to bind him in the making of a contract, he surely cannot object that he should have the power to absolve him from contracts made. If this view be correct, the court below erred in rejecting the ' evidence offered ; for had it been received, a waiver of performance would have been shown which would have been an answer to the action. Judgment must be reversed, and a venire de nova be issued from" the court below ; costs to abide event.