1 Sug. V. & P. 381; Perry on Trusts, sec 211; Wh. on Ag. sec 158 et seq.; Wilson v. Fuller, 3 Ad. & El. (N. S.) 58; Irving v. Motley, 7 Bing. 543; Mason v. Crosby, 1 Wood. & M. 342.

2 Watson v. Crandall, 7 Mo. A p. 233. In Ludgater v. Love, 44L. T. N. S. 694, decided Jan. 1881 by the court of appeals, before Lord Selborne, C, and Bag-gallayand Brett, L. JJ., the defendant's son, acting for the defendant, and with the defendant's authority, represented that certain sheep, which he sold to the plaintiff, were all right. The defendant had fraudulently concealed from his son that the sheep had the rot, and fraudulently gave the son authority to sell them for the best price, intending that the son should represent that they were sound. It was held, that the defendant was liable in an action to recover damages for fraudulent misrepresentation.

Brett, L. J., said: "We were on the hearing clearly of opinion that there was ample evidence to justify a finding of fraudulent intention in the defendant; and that the admitted truthfulness of the plaintiff justified the jury in finding, as we think they did, that the plaintiff was induced to purchase by the representation that the sheep were all right. We took time to consider the questions which were discussed as to whether there was such authority from the defendant to his son as was sufficient to bind him by reason of his son's representations to a liability to pay damages in an action for deceit. These questions were to be determined, as it seemed to us, upon the finding of fraud in the father without a finding of fraud in the son. If the son was authorized to make the representations, whether such author ity was express or implied, we are of opinion that the defendant was, by reason of his own fraudulent mind, liable, notwithstanding want of fraud in the son. We are of this opinion, notwithstanding the decision in Corn-foot v. Fowke (ubi sup.), if that decision is contrary to this view. Several of the propositions, however, enunciated as to the authority to be implied, seemed to us to raise questions of considerable difficulty; but, upon consideration, we are of opinion that it is not necessary to determine them."

3 Supra, sec 247.

1 Supra, sec 214.

2 Udell v. Atherton, 7 H. & N. 172; Western Bank v. Addie, L. R. 1 Sc. Ap. 146; Kennedy v. McKay, 43 N. J. L. 288. In this case Beesley, C. J., said: " On the ground thus assumed, then, the case would be that of a sale made by fraud-doing agents in behalf of an innocent vendor. Whatever uncertainty may at one time have prevailed in regard to the legal incidents of such a position, such uncertainty no longer exists, and the rights, under the given circumstances, of both vendor and vendee, have been plainly defined, and, as I think, firmly settled by recent judicial decisions. In the light of such authorities it is clear that an innocent vendor cannot be sued in tort for the fraud of his agent in effecting a sale. In such a juncture the aggrieved vendee has at law two and only two remedies; the first being a rescission of the contract of sale and a reclamation of the money paid by him from the vendors, or a suit against the agent founded on the deceit. But in such a posture of affairs a suit based on the fraud will not lie against the innocent vendor on account of the deceit practised without his authority or knowledge by his agent. If the situation is such that the vendee can make complete restitution so as to put the vendor in the condition with respect to the property sold that he was in at the time of the sale, he has the right to rescind such contract of sale, and if the vendor, on a tender to that effect, refuses to return the money received in the transaction, a suit will lie for such money, but such refusal on the part of the vendor will not make him a party to the original wrong so that he can be sued for the deceit. This is the doctrine declared with much clearness and force by Barons Bramwell and Martin in the case of Udell v. Atherton, 7 H. & N. 172, and their views on this subject were concurred in and the principle propounded by them adopted and enforced by the house of lords in Western Bank of Scotland v. Addie, L. R. 1 Sc. App. 146. In this latter case the action was against the bank for deceit, which was alleged to consist in certain fraudulent representations, charged to have been made on a sale of stock to the plaintiffs by the director of such corporation as its.agents. Lord Chelmsford, in giving his views, said: ' The distinction to be drawn from the authorities, and which is sanctioned by sound principle, appears to be this: Where a person has been drawn into a contract to purchase shares belonging to a company, by fraudulent misrepresentations of the directors, and suit is brought in the name of the company to seek to enforce that contract, or the person who has been deceived institutes a suit against the company to rescind the contract on the ground of fraud, the misrepresentations are imputable to the company, and the purchaser cannot be held to his contract because the company cannot retain any benefit which they have obtained through the fraud of their agents. But if the person who has been induced to purchase shares by the fraud of the directors, instead of seeking to set aside the contract prefers to bring an action of damages for the deceit, such an action cannot be sustained against the company, but only against the directors personally.' Lord Cranworth, in his opinion, puts himself on the same.