The New York herald. [volume] (New York [N.Y.]) 1840-1920, 1856-06-30


ing these the possession = greater Of
less degree of the peculiar qualities OF neSo>ble secur
ties that the plaintiffs claim u have acqredby transfer
better rights their assgnor had and that assump
ton tails this claim must tall 10 the ground.
also said the argument that these certificates
stock in the nature OF general letters OF credit
the faith OF which any one might act and upon this idea
was insisted that the defendants in some way bound
by the obligation in the hands OF the plaintiff
bic the analogy suggested. BY attending TO the
definition Of letter Of credit will be seen there
no IS asarn !, he m ,e,isr rs" nv ors
liant correspondent 70 another, requtng him "a
the bearer with sum Of money! or, 70 take the
further definition OF another writer, u ian open or
seated letter from merchant IN one place. directed 70
another in another place, requiring him. that the per-
therein named or the bearer OF the letter shall have
occas buy commodities 70 want money! he viii
procure the same pass bis PROMISE Dill Or other en-
rapement it. the writer OF The letter undertaking
that he will pro, him the money for the goods, or
reIay him by exchange or give him such satisfaction
he shall require u Gritty Com. Law, aS6 Bowler 3
New. while il may be the effect Of stock certificate
to give the holder credit its terms do requsst in
ve guarantee il. so the possession M property Of
ny description or Of the evidence aud mtnments OF
title thei etc. their effect give 10 the poeseor edit
with other men In this every chOe In action in
vtes crect in favor of him ~ holds H. und so do the
M deeds of his real estate. Innocent parties may deal
with him and be deceived They may lend their money
and lose IL. Nothing more than this can b. said OF
certificate Of the ownership Of stock III corporation
Regarded a pron;issOTy instrument, imposing Obga
ions to be performed by the artificial Derson which
makes IT, it like any other chose in acton except as
greater restrictions may be placed upon W transfer and
SALE Regarded as imminent of title merely, Is IKE
any Other instrument by which title is manifested But
to say that like letter Of credit, II contains request
express implied addressed to any one in particular or
the community in general TO deal with or advance
money the ho!0er, that contains any
guarantee addressed to the dealer Of the safety Of the
transaction, is in my judgment to confound plain and
long settled Distinction.
will now briefly examine the validity or the painiIs
title in another aspect st keeping out OF view, however,
the absolute Of power in the corporation to create
The stock in question. II has been mentioned Of
why the .nCule hands
Kyle that Schuyler the agent not acting within the
score OF his powers when he issued it, The full effect
this particular objection Upon the plaintiffs rights the
uansierees OF Kyle. has not been oOnuered. And oh
now in IT, fir t pace that Il upon vague theory
of negotiabity ALREADY examined. they could overcome
the dif ues arising Of The fraud Of the agent
the company his principal, AMI out OF the want
of consideration this objection would sl have To be re-
moved. II L. obvious upon moments reflection. that
negoabity mpart viialy TO an instrument exc
cuted under power where the agent has exceeded his
actual presumptive authority Whoever proposes to
deal with security OF any KIN appearing it, lace
be given by enc man for another is bound 10 inquire
whether las been given by due authority Eand II he
omi,s that inquiry he deals at MS peril
1t is not denied that plaintiffs, in taking the
certificates in question. chargeuble with notice
of the extent and limit OF the powers Of schuyler
half is that his act in issuing 1t was apparently ana
presumptively, although not actually, within his
authority. Upon this ground is urged that according
to the rules which govern the relation Of principal and
agent the defennants bound in some way to make
the Obligation gocas Inc extent OF the aa.hory II Is
but not known they say that the act done was not
within such authority.
There are in the books many loose expressions con-
corning they distinction between general and SPECIAL
agency. Tie distinction itself is highly unsatisfactory,
will be found quite insufficient to solve great variety
OF cases profitable TO dwell upon that dlstinc
ton UNDERLYING the whole subject there Is this funda
mental proposition that principal is bound only by ,lse
authorized acts OF his agent Tbs authority may DC
prov ed by the instrument which creates 1t; and beyond
the terms OF the instrument OF the verbal commits
sion, may be shown that the principal has held the
agent ot TO The world in other instances as having an
authority will embrace the particular act in CUES
ton know Of no ether mode il which a controyencd
power be established. But in whichever way This is
done, cannot be limited by secret instructions Of the
principal the one hand. nor cal be enlarged by the
Unauthorized epre entton Of the agent on the other
These principles, think, elementary
But suppose agent is authorized by the terms OF his
appointment into engagement or series ofca
gag behalf Of his principal, and while the APP
cwn or a strangers business, but in the form conein
plated by the POWER, and which lie asserts TO be in The
business OF ls employer by using his name 10 vac con-
tract can the dealer kelly upon that assertion and hold
the principal he bound to inquire and to ascertain
his peril whether the tsansachoD Is not only N appear
ance, but III fact, within the authority! ACCORDING 70
the decision the Supreme Court of this State, in the
case Of The North River Bank Amer g Hill 3t2 he
can There the agent authorized 10 draw and ndcre
notes in the name for the benefit Of his principal ii
drew various notes, which in their appearance were
within the power. but really had no conneXon with the
business his principal. Tie plhnth bmnk, when
lad the letter of attorney in its custody dscoite1 them,
and it was held they cond be recovered against the prn
ciHal. justice lOWel JusuCc A>ci-oh
opposing opinions, IN which the question Is very eabo
ratcly discussed. The rdecision reversed in the
Court Of Errors, but the case IS not reported IN that
Court II the reversal proceeded. Suppose ii must,
upou doc, directly opposite To that held by the gu
preme Court then the certainly suggests limit 81
great importance the liability Of principals the recog
milton of which would be decisive of the present conro
yersy SO in Grant Norway. 10 Com. Bench, 665,)
it held, after full discussion, that the master OF
ship signing bill Of adng for goods not actually shipped
be considered the agent OF the owner OF the
vessel, to make him responsible to one who made
npon faith OF the bill That is strong case The
master is the general agent Of the owner rs to all mat
within the scope Of his duty AID employment, and
has unquetolablc power 10 sign bills OF adng Tor goods
shipped ard every bill assert, as dd IN tat case
that tie goods are received board. The act there
fore judged by its appearance and the of
the agent strictly within the power But the princ
pal was held bc liable because II was not so in
fact The doctrine OF that was affirmed by the Eng
lsh Court of Excnequer in Hubertsey vs. Ward Is tx
choquor Rep $50 S G., Is English Law and Eq Rep
SSH: and again with great elaboration by the Com
Pleas in Coleman vs. Riches, (29 Eng Law and Eq
Rep, S.3).
ap,aren. powers Of agent his acts apparently but
hot really within the power. An agents apparent
powers are these which are conferred by the terms OF
his appointment notwiths handing secret instructions, or
those with Which be is clothed by the character in which
he is held the world although not strictly within
his commission Whatever is done under an authority
thus manifested is actually within the authority and the
principal is bound Tor that reason But Is Obvious That
agent may clothe his act with all the tndcto OF a-
thory and the act Itself may no. be within the real
apparent power The appearance Oh the power IS one
thing, and for that the principal il responsible The APP
pearance of the IL another ana for that, II false
think the remedy is against the agent only The fun
damenia proposition, repeat Is that orc man can be
bound only by authorized acts OF another. He can
not be charged because another holds commission ron
him, and falsely asserts that hi. acts are within It,
Gases may often arise winch to a casual observation
might appear TO be within the principles stated but Which
really not Thus agent may be authorized TO give
notes for his principal order raise money to be used
the business the latter third person may inspect
the power, advance the money IN good faith ami the
agent appropriate it 10 his own use. nsuch case
should hold the principal responsible not because the act
or the agent appeared Ia be within the authority but be
cause the authority actually included the transaction
power given agent to borrow money upon notes or
otherwise implies that the money may be paid TO him,
and the whole transaction Is strictly and literally au
thorzed. But suppose tie power " give me note on
it, face conditional. II then has existence until the
condition has leeL fulfilled. To coniding dealer who
believes that the agert word not do an improper act the
viii certainly y the appearance OF due authority
but If or Lia the conditions had not occurred
on which tic exercise Of the power depended, then he
wss trusting 10 H.. representation OF the agent and !
think must look 10 him alone. As the principal never
authorized the transaction at all he bornd neither By
tb.c MIR by he