7 Ala. 800 | Ala. | 1845
— The precise language employed in the bill of exceptions, is this: “Stedman visited North Carolina and left Wm. A. Revis his general agent, or agent generally, (said Re vis having no written authority,) to transact his business in this State; that he delivered up his books and accounts for medical services to said agent (including the account against garnishee) for settlement, and that said agency was advertised and generally known in the neighborhood.”
It is supposed by the counsel for the plaintiff in error, that as Revis was the general agent of his principal, it must be presumed he was authorized to make the assignment in question. This conclusion is by no means a necessary sequence from the premises. General, are clearly distinguishable from universal agents, that is from such as may be appointed to do all the acts, which the principal can personally do, and which he may lawfully delegate the power to another to do. “ Such an universal agency may potentially exist; but it must be of the very rarest occurrence. And, indeed it is difficult,” says Mr. Justice Story, “to conceive of the existence of such an agency, inasmuch as it would be to make such an agent the complete master, not merely dux facti, but dominus rerum, the complete disposer of all the rights and property of the principal.” Such an unusual authority will never be inferred from any general expressions, however broad, but the law will restrain them to the particular business of the party, in respect to which, it is presumed, his intention to delegate the authority was principally directed. Thus, if a merchant in view of his temporary absence, should delegate to an agent his full and entire authority to sell his personal property, to buy any property for him, or on his account, or to make any contracts,
The difference between a general and special agent, is said to be this: the former is appointed to act in the affairs of his principal generally, and the latter to act concerning some particular object. In the former case, the principal will be bound by the acts of his agent, within the scope of the general authority conferred on him, although those acts are violative of his private instructions and directions. In the latter case, if the agent exceeds the special authority conferred on him, the principalis not bound by his acts. [Id. 114; Paley on Ag. 199; 15 Johns. Rep. 44, 54.]
It is laid down, that an agent employed to buy, has no authority to sell, and vice versa. [Story’s Ag. 81 — 2.] So an agency for the purpose of accepting or indorsing bills, or notes, does not authorize the agent to purchase or sell goods for his principal. [Id.-84.] And an authority to take a bond does not in itself embrace the power to receive the money due thereon, (Id. 88); nor has an agent, for the purpose of receiving a debt, the power, ordinarily, to receive it in any thing else than money, and then only when it is matured. [Id. 88-9.]
Where one is authorized generally to sign promissory notes for the debts of the principal, the authority cannot be implied to give notes to pay the debts of strangers; or to pledge the credit of the principal as a surety, for goods which were not bought for him, and which never came to his irse. [Odiorne v. Maxey, 13 Mass. Rep. 181; Wallace v. The Branch Bank at Mobile; 1 Ala. Rep. 565.] In Rossiter v. Rossiter, 8 Wend. Rep. 494, it was held, that a power of attorney, to collect debts, to execute deeds of lands, to accomplish a complete adjustment of all the concerns of the constituent in a particular place, and to do all other acts which the constituent could do in person, does not authorize the giving of a note by the. attorney in the name of the pricipal. Further, that the general words must be construed with reference to the matter special
In the case at bar, the general words are, “ to transact his (the principal’s) business in this Statebut as it respects the books and accounts for medical services rendered by Stedman, these words are restricted, by declaring, that they were delivered to the agent “for settlement.” By this, we are to understand, that Revis was to collect, or it may be, otherwise settle these demands, with the persons from'whom they were due. It would require a most unwarrantable extension of terms,to hold, that they conferred the power upon the agent, to assign the books, and accounts, to a surety of his constituent for his indemnity. The citations we have made upon this point, are pertinent, and most satisfactorily show, that the assignment in question was not authorized by the power previously given.
The assignment might, perhaps, be further objected to, for the reason, that Revis himself was an agent, with the power to settle the accounts, and could not delegate his authority, or appoint a sub-agent without the assent of his principal. [2 Kent’s Com. 4th ed.; 1 Livermore on Ag. 54, 64; Story on Ag. 17; 2 M. & S. Rep. 299; 9 Ves. Rep. 251.]
It is insisted, that the assignment to the plaintiff in error being approved by Stedman after his return to this country, became as effectual for all purposes, as if it had been made in virtue of a previous authority. Mr. Justice Story says, “ Where the principal, upon a full knowledge of all the circumstances of the case, deliberately ratifies the acts, doings, or omissions of his agents, he will be bound thereby, as fully, to all intents and purposes, as if he had originally given him direct authority in the premises, to the extent, which such acts,
Now although the general rule is, that the ratification relates back to the time of the inception of the transaction, and has a complete retroactive efficacy, or as the maxim is, omnis ratihabilio retrotiahilur, yet this doctrine is_not universally applicable. Thus, if third persons acquire rights, after the act is done and before it has received the sanction of the principal, the ratification cannot operate retrospectively so as to overreach and defeat those rights. If the law were otherwise, the constituent would be invested with the power of preferring his creditor in the present case, although his means of payment had been seized by an attaching creditor. We have seen, that the assignment in question, was inoperative, and ineffectual for all purposes, until after the return of Stedman when he approved it. This act of approval was entirely voluntary, and could not have been coerced. Previous to its ratification, the plaintiff below acquired a lien upon the debt owing by the garnishee, which could not have been defeated at the mere volition of the defendant in the judgment. To show that the ratification of an unauthorized act of an agent is thus limited in its application, we need but refer to Story on Agency, 241 to 244; Paley on Agency, 345 to 347.
The view we have taken is decisive of the cause. We will not stop to inquire, whether if Revis had authority to dispose of the accounts of his principal to indemnify a surety of the latter, an assignment (followed by a delivery of the accounts) would be invalid, because it was executed under seal in virtue of a parol authority. Without adding more, the result is that the judgment must be affirmed.