for himself. The law throws its protecting arm around the minor's interests; the principal who employs the minor is competent to take care of himself. The minor is not competent, however, to make the contract of agency between the principal and himself; at least such a contract is voidable by the minor.

Kinds of Agents. In business, there are agents to sell, purchase, collect, execute commercial paper, manage business; to act as bank cashiers, shipmasters, factors, brokers, auctioneers, attorneys at law, and in various other capacities.

Special or General. An agent may be special or general. A special agent is limited in his authority to specific acts. A general agent ordinarily has not unlimited authority or powers, but has full authority or power to do all acts incidental, necessary, or usual to agency in the line of business in which he is engaged. A good example of special agency is that created by a power of attorney authorizing another to do specific acts in the stead of the principal. An example of a general agent is the manager of a commercial or manufacturing establishment. It is evident that a corporation can act only through its officers or agents in general business operations.

Express Authorization. In the case of express authorization of a special agent, the writing should show the extent and character of the agency. In the case of express authorization of a general agent, however, the terms can seldom be complete and explicit. In general, in such cases, any writing will be construed liberally to effect the object, and favorably to an agent as regards any acts done in good faith, and favorably also to a third party. As an aid to determining how far the agency extends, the custom as to agents and general usage in the same or similar lines of business may be invoked, and any ratification by the principal of acts of the agent would have considerable bearing. The principle of ratification is clearly important in connection with agency.

That the line of cleavage as to appointment or ratification will not always be clear, must be evident, and it is the legitimate function of a suit at law to settle any resulting difference of opinion. The burden of proof as to the existence of the agency is on the person dealing with the agent.

Joint Agents. Sometimes two persons are joint agents. The general rule is that in such cases the action of both is essential. Where, however, the intent is apparently otherwise, or where custom serves to determine the status, either one may act. This is also true when partnerships are agents.

Principal Bound by Acts of Agent. Where the relation of agency exists, the principal is bound by the acts of the agent exercised within his authority. He is bound not merely by the agent's contracts, but also by torts com

mitted by him while engaged in acts within the scope of his authority. For example, where a fraud is committed by the agent for the principal's benefit in connection with making a contract, or in case he entices an employee from another employer, acts characteristic of an agent rather than a servant, the principal is responsible; the tort may sometimes be negligence, although more often negligence is an act characteristic of a servant rather than an agent. The principal, however, can seldom be held to criminal responsibility for acts of an agent.

Liability of Agent and Third Party. The agent is also personally liable for torts committed by him, and may be sued if the third party prefers and considers his financial responsibility sufficient. In a similar way the third party is liable to the principal for torts committed in transactions with the agent. On the other hand, the fraud of the third party in connection with a contract acts as a release if the principal so desires.

When Principal is Bound. The principal is bound then: first, when acts of an agent are within the scope of his actual authority; second, when not authorized, but ratified; third, when within the scope of his apparent authority, unless notice is given to the third party. Similarly he may be bound by the acts of his agent even after the termination of the agency in some cases where the third party had no notice of such termination, nor reason to suspect it.

Notice to Agent. The agent represents the principal to such an extent that the latter is bound if the agent acquires knowledge or receives notice in matters within his range of action; and admissions of an agent within the scope of his authority are also competent evidence against the principal.

Delegation of Authority. The general principle prevails that the agent has no power to delegate his authority unless this is expressly or impliedly conferred, because the appointment of agent is with recognition of his fitness. It is held, however, that for ministerial acts performed by clerks and not involving discretion, such authority may be delegated. In modern large business, clerks of varying responsibilities are used, and apparently on the basis of necessity, delegation of authority involving discretion is allowable in extension of subordinate action rather than in the way of substitution, at which the law will surely look askance. The custom of the business is an important matter in justification of such delegation of authority.

Form of Contract by Agent. When an agent, in behalf of his principal, makes a contract, it should be, in its form, in the name of the principal; if it is in the name of the agent, although acting for the principal, the agent will be bound and not the principal, unless from other evidence the fact of agency be apparent. The intent here also is the important element, a question of fact for the jury. A third party may sue or be sued when the

agent has in his own name contracted for an undisclosed principal; in such a suit either the agent, or the principal when he becomes known, may be the party to the suit. If the principal intervenes, the right of the agent ceases. While, in the above cases, the action indicated may be taken with ordinary writings or oral contracts, yet with instruments under seal the principal must be stated as a party, and the same rule holds with negotiable instruments. Sometimes an apparent agent is the real principal, and evidence is admissible on this point.

Acts Without Authority. If a person wrongfully acts for another without authority, and his act be not ratified, the person thus acting as agent is liable to the third party, whether the resulting damages be determined on the basis of breach of contract, or on breach of warranty of authority, or by some other form of action.

Responsibility of Third Party to Principal. A third party, entering into a contract through an agent properly qualified, is responsible directly to the principal. This is true, largely, even when the principal is undisclosed, and the contract was apparently that of the agent. This rule does not hold for instruments under seal or for negotiable instruments. In many business transactions it matters little who the other party is; but every one has a right to choose and if it appears that the third party placed dependence upon the agent personally as the apparent principal, the agent will then be held to be the party to the transaction. Sometimes the third party by mistake or fraud has received money or goods which in good conscience he could not retain; the undisclosed principal will then have his right of action. If the third party has been guilty of fraud to the injury of the undisclosed principal, whether or not by collusion with the agent, the principal again may sue.

Duty of Agent. In the relations of agent and principal with each other it is the duty of the agent to obey instructions unless illegal or impossible, or in emergencies, or where obedience would impair the security for advances made; to exercise proper skill, care, and diligence; to act in good faith, not to his own profit, and not for adverse interests or as agent for both parties to a transaction; to give due information to his principal; to keep accounts, and to account, keep the principal's money separate, and pay it over when due or proper.

Duty of Principal. It is the duty of the principal to pay the remuneration agreed upon, or in the absence of an agreement, the reasonable value of the agent's services; to reimburse for expenses; and to indemnify for acts performed under the agency. To secure these the agent may, if necessary, sue in a court of Law, or in cases of involved accounts, in a court of Equity. In some cases he may have a lien upon goods of the principal in his possession, that is he may have a right to hold the goods

as security. In such case a lawyer should be promptly consulted, if possible.

Termination of Agency. An agency may be terminated by express or implied limitation; by act of either party, provided no interest has been acquired or rights accrued; by operation of law; by death; by insanity or other incompetence; by war; or by bankruptcy. When terminated by act of either party, proper notice should be given to the other party, and often to third parties. There are cases of agency, however, where the agent has acquired in some proper way interests that render the agency irrevocable, but it is not important to discuss such cases here.

Engineer's Interest in Agency. The engineer's interest in agency is many sided, as he may occupy the position of principal, general agent, subagent, or third party. His position in any contingency should be made clear so far as his own action controls, and wherever possible he should have evidence to establish his own status and that of others involved, so that the probability of misunderstanding and resulting litigation may be reduced to a minimum.

MASTER AND SERVANT

Positions Held by Servants. In manufacturing, in transportation, in municipal or other general construction work, those employees engaged in construction, operation, or maintenance, are in general servants in the eye of the law. This seems natural and clear as to those termed workmen, but it is also true of many holding responsible positions, engineers included.

Contract of Service. When the relation of master and servant exists, the master is entitled to services and the servant to wages. The employment of the servant is under a contract which may be expressed, but often is implied; services rendered are presumed to be for wages and not gratuitous; for adequate wages in the absence of express agreement, oral or written. Unless necessary under the Statute of Frauds or specially required otherwise, the agreement need not be in writing.

Terms of Service. The time of beginning service, the period, the terms of payment, and other conditions are commonly questions of fact to be determined in the usual way. In cases of ordinary employment, custom determines many questions. Unless the length of service be specified, it may be terminated by either employer or employee after notice which must be reasonable. If employment and term of payment of wages be for the week or the month, a notice of a week or month will be deemed reasonable and, necessary. Where employment is by the year, rather than for a year, a month's notice would probably be held reasonable; where for a year, a similar notice of a month previous to the end of the term would probably also serve.

Dismissal or Withdrawal. Dismissal by the employer, or withdrawal by the employee without adequate cause and without notice, constitutes a breach of contract. In case of improper dismissal the employer is liable for wages for the unexpired term of service, with board and keep if part of the wages. The employee is liable for any damages sustained by a breach in his part and, from this standpoint, may find it impossible to collect wages otherwise then due; the employer, while legally entitled to any damages suffered, may often be unable to collect from such an employee on account of the latter's lack of financial responsibility.

Cause of Dismissal. Sometimes it is difficult, even for the parties, to clearly know who broke the relation; who did so is a matter of evidence and the jury decides. Dismissal for cause often results from breach of contract by the employee. Discharge may be for adequate cause such as disobedience, want of respect, dishonesty, drunkenness, insubordination, or other misconduct; or for incompetence, general neglect, or absence from work; all of which the jury will decide as questions of fact. As to incompetence, the engineer employee should realize that the skill required of him is that of the ordinary average of the profession as a body, or, in a position of special responsibility, the average skill of others in like positions. Illness which prevents service may often terminate service; a short illness commonly will not do so; in any case it is not a breach of contract. The cause for discharge may not be known or disclosed at the time; that it really exists, legally suffices.

Some Rights of Employee. On the other hand, the employer must furnish work to the employee paid by the job. This, or other failure of the employer to permit service, is equivalent to dismissal or to notice. Bankruptcy may terminate employment; in this case, in many States, the wage earner is made a preferred creditor. The requirement of service outside the reasonable range of duties for which the employee is hired is also a breach of contract by the employer.

Locality of Employment. Similarly a requirement to work in a different locality cannot ordinarily be enforced. In all such cases, however, conditions and customs may need to be considered to determine whether a requirement is within the reasonable purpose and intent of the employment. The sanitary or hydraulic engineer in the office of a consulting engineer would reasonably expect service in various localities; a mining engineer might perhaps expect nothing else than service away from office headquarters. A definite understanding as to this matter is desirable both for the employee, the young engineer, and for his employer. The contract between any employer and employee, whether it be oral or written, should show with reasonable certainty the character of the work to be performed. Very commonly the interchange of letters, written with care, serves to fix