This Commission has taken a more direct way to abolish the distinction between sealed and unsealed instruments. See Sec. 1096.

SEC. 2337. Unless required by or under the authority of law to employ that particular agent, a principal is responsible to third persons for the negligence of his agent in the transaction of the business of the agency, including wrongful acts committed by such agent in, and as a part of, the transaction of such business, and for his wilful omission to fulfil the obligations of the principal.

N. Y. C. C., Sec. 1253.

responsibili. ty for wrongs wilfully com

SEC. 2338. A principal is responsible for no other Principal's wrongs committed by his agent, than those mentioned in the last section, unless he has authorized or ratified them, mitted by even though they are committed while the agent is engaged in his service.

the agent.

N. Y. C. C., Sec. 1254.

ARTICLE IV.

OBLIGATIONS OF AGENTS TO THIRD PERSONS.

SECTION 2342. Warranty of authority.

2343. Agent's responsibility to third persons.

2344. Obligation of agent to surrender property to third person.
2345. Agent not having capacity to contract.

SEC. 2342. One who assumes to act as an agent thereby warrants, to all who deal with him in that capacity, that he has the authority which he assumes.

N. Y. C. C., Sec. 1255.

Warranty
of authority.

to third

SEC. 2343. One who assumes to act as an agent is re- Agent's responsible to third persons as a principal for his acts in the sponsibility course of his agency, in any of the following cases, and in no others:

1. When, with his consent, credit is given to him personally in a transaction.

2. When he enters into a written contract in the name of his principal, without believing, in good faith, that he has authority to do so; or,

3. When his acts are wrongful in their nature.

N. Y. C. C., Sec. 1256.

persons.

Obligation of agent to surrender

property to

SEC. 2344. If an agent receives anything for the benefit of his principal, to the possession of which another third person. person is entitled, he must, on demand, surrender it to such person, or so much of it as he has under his control at the time of demand, on being indemnified for any advance which he has made to his principal, in good faith, on account of the same; and is responsible therefor, if, after notice from the owner, he delivers it to his principal.

Agent not having capacity to contract.

N. Y. C. C., Sec. 1257.

SEC. 2345. The provisions of this article are subject to the provisions of Part I, Div. First, of this Code. N. Y. C. C., Sec. 1258.

ARTICLE V.

Agent's del. egation of

DELEGATION OF AGENCY.

SECTION 2349. Agent's delegation of his powers.

2350. Agent's unauthorized employment of sub-agent.
2351. Sub-agent rightfully appointed, represents principal.

SEC. 2349. An agent, unless specially forbidden by his his powers. principal to do so, can delegate his powers to another person in any of the following cases, and in no others:

Agent's unauthorized

1. When the act to be done is purely mechanical.

2. When it is such as the agent cannot himself, and the sub-agent can, lawfully perform.

3. When it is the usage of the place to delegate such powers; or,

4. When such delegation is specially authorized by the principal.

N. Y. C. C., Sec. 1259.

SEC. 2350. If an agent employs a sub-agent without employment authority, the former is a principal, and the latter his agent, and the principal of the former has no connection with the latter.

of sub-agent.

Sub-agent

rightfully

appointed,

represents principal.

N. Y. C. C., Sec. 1260.

SEC. 2351. A sub-agent, lawfully appointed, represents the principal in like manner with the original agent; and the original agent is not responsible to third persons for the acts of the sub-agent.

N. Y. C. C., Sec. 1261.

ARTICLE VI.

TERMINATION OF AGENCY.

SECTION 2355. Termination of agency.

2356. Same.

SEC. 2355. An agency is terminated, as to every per- Termination

son having notice thereof, by

1. The expiration of its term.

2. The extinction of its subject.

3. The death of the agent.

4. His renunciation of the agency; or,

5. The incapacity of the agent to act as such.

N. Y. C. C., Sec. 1262.

of agency.

SEC. 2356. Unless the power of an agent is coupled Same. with an interest in the subject of the agency, it is terminated, as to every person having notice thereof, by—

1. Its revocation by the principal.

2. His death; or,

3. His incapacity to contract.

N. Y. C. C., Sec. 1263.

CHAPTER II.

PARTICULAR AGENCIES.

ARTICLE I. AUCTIONEERS.

II. FACTORS.

III. SHIPMASTERS AND PILOTS.

IV. SHIPS' MANAGERS.

ARTICLE I.

AUCTIONEERS.

SECTION 2362. Auctioneer's authority from the seller.

2363. Auctioneer's authority from the bidder.

SEC. 2362 An auctioneer, in the absence of special authorization or usage to the contrary, has authority from the seller, only as follows:

1. To sell by public auction to the highest bidder. 2. To sell for cash only, except such articles as are usually sold on credit at auction.

Auctioneer's authority

from the bidder.

3. To warrant, in like manner with other agents to sell, according to Sec. 2323.

4. To prescribe reasonable rules and terms of sale.

5. To deliver the thing sold, upon payment of the price. 6. To collect the price; and,

7. To do whatever else is necessary, or proper and usual, in the ordinary course of business, for effecting these purposes.

N. Y. C. C., Sec. 1264.

SEC. 2363. An auctioneer has authority from a bidder at the auction, as well as from the seller, to bind both by a memorandum of the contract, as prescribed in the Title on Sale.

N. Y. C. C., Sec. 1265.

NOTE.-See Sec. 1798.

ARTICLE II.

FACTORS.

Factor,what.

Actual authority of factor.

Ostensible authority.

SECTION 2367. Factor, what.

2368. Actual authority of factor.

2369. Ostensible authority.

SEC. 2367. A factor is an agent, as defined by Sec. 2026.

N. Y. C. C., Sec. 1266.

SEC. 2368. In addition to the authority of agents in general, a factor has actual authority from his principal, unless specially restricted

1. To insure property consigned to him uninsured.

2. To sell, on credit, anything intrusted to him for sale, except such things as it is contrary to usage to sell on credit; but not to pledge, inortgage or barter the same; and,

3. To delegate his authority to his partner or servant, but not to any person in an independent employment.

N. Y. C. C., Sec. 1267.

SEC. 2369. A factor has ostensible authority to deal with the property of his principal as his own, in transac tions with persons not having notice of the actual ownership.

N. Y. C. C., Sec. 1268.

ARTICLE III.

SHIPMASTERS AND PILOTS.

SECTION 2373. Authority of shipmaster on behalf of shipowner. 2374. Authority to borrow.

2375. Authority on behalf of owners of cargo.

2376. Power to make contracts.

2377. Power to hypothecate.

2378. Master's power to sell ship.

2379. Master's power to sell cargo.

2380. Authority to ransom ship.

2381. Abandonment terminates master's power.

2382. Personal liability for contracts concerning the ship.

2383. Liability for acts of persons employed upon the ship.

2384. Responsibility for negligence of pilot.

SEC. 2373. The master of a ship is a general agent for Authority of its owner, in all matters concerning the same.

N. Y. C. C., Sec. 1269.

shipmaster on behalf of shipowner.

to borrow.

SEC. 2374. The master of a ship has authority to bor- Authority row money on the credit of its owner, if it is necessary to enable him to complete the voyage, and if neither the owner nor his proper agent for such matters can be consulted without injurious delay.

N. Y. C. C., Sec. 1270.

SEC. 2375. The master of a ship, during a voyage, is a general agent for each of the owners of the cargo, and has authority to do whatever they might do for the preservation of their respective interests, except to sell or hypothecate the same.

N. Y. C. C., Sec. 1271.

SEC. 2376. The master of a ship may procure all its necessary repairs and supplies, may engage cargo and passengers for carriage, and, in a foreign port, may enter into a charter party; and his contracts for these purposes bind the owner to the full amount of the value of the ship and freightage.

N. Y. C. C., Sec. 1272.

Authority on behalf of owners of cargo.

Power to tracts.

make con

SEC. 2377. The master of a ship may hypothecate the Power to ship, freightage and cargo, in the cases prescribed by the hypothecate. chapters on Bottomry aud Respondentia, and in no others.

There seems to be no precedent or usage which would justify any other form of hypothecation by a master.

N. Y. C. C., Sec. 1273.