3 Davidson v. Stanley, 3 Scott, N. R. 49; s. c. 2 Man. & Grang. 721, Fearn v. Filica, 7 Man. & Grang. 523. The principal is not liable for the failure of the agent to carry out a private arrangement with a person trading with the principal, when the latter has no knowledge of the arrangement. Butterworth v. Brownlow, 19 C. B. (n. s.) 409 (1865).
4 Anderson v. Coonley, 21 Wend. 279.
§ 211. But if the principal knows that persons dealing with his agent have so dealt in consequence of their believing that all statements made by him had been warranted by the principal, and, knowing this, allows the persons so dealing to expend money in the belief that the agent had authority, which in fact he had not, a court of equity, perhaps, would not allow the principal afterwards to set up want of authority in the agent. But this equity, whenever it exists, depends absolutely on the fact that the knowledge on which it rests can be brought home to the principal.1
§ 212. But the mere fact, that A. has authorized a stranger to act for him on one particular occasion, is not, of itself, sufficient to invest the stranger with an implied authority to contract for him a second time, unless under very peculiar circumstances;2 as where the position of the agent imports peculiar confidence, as in the case of a confidential servant; and this brings us to the distinction between a general and a special agent.
§ 213. There are two kinds of agency: 1st. A special agency; 2d. A general agency. A special agency is an agency to do a single act. A general agency is an authority to do all acts connected with a particular business or transaction.3 The fact that the authority of an agent is limited to a particular business does not make it special; it may be as general, in regard to that, as if its range were unlimited.1 In the former case, if the agent exceeded the special and limited authority conferred upon him, the principal is not bound by his acts, unless he has held him out as possessing a more enlarged authority.2 But in the latter case, the principal will be bound by all the acts of his agent, within the scope of the general authority conferred by him, although the agent should violate his private instructions.3 Whoever deals with a special agent, or with a public agent whose powers and duties are defined by statute,4 is bound to acquaint himself with the limitation and extent of the authority conferred upon him, and acts at his own peril.5 But if the agency be general, the principal will be responsible for all acts ostensibly within the authority of the agent.6 This distinction is evidently founded in justice and good policy, for it not only prevents frauds upon third persons, but encourages confidence in dealings with agents, and facilitates commercial transactions. For if a principal hold out to the public, that his agent is possessed of a general authority to act for him, and bind him in relation to certain transactions, and, at the same time, limit such authority by secret instructions, unknown to the public, - to absolve the principal from liability would operate as a fraud upon all who enter into contracts upon the basis of such general agency, and such a rule would render all agreement with agents insecure. Thus, if a man send his horse to a fair by a stranger', instructing him to sell the horse without a warranty, he constitutes him a special agent, and if the stranger warrant, the owner will not be bound.1 But if the servant of a horse-dealer, having a general authority to sell and warrant, do warrant in a particular case, in violation of private instructions, the master will be bound, unless he give public notice that such general authority is limited in the particular instance.2 Where, therefore, a special authority was given in writing to an agent to purchase a particular tract of land, and the agent purchased another, paid therefor by cash and notes signed by him as agent, and received a deed in his principal's name, and the principal disapproved the purchase, and filed his bill to have the contract set aside, it was held, that the sale was void, the purchase having been made without authority, and that the principal was entitled to have his money refunded.3 So, also, where an agent was specially authorized to sell a ship in the same manner as the principals might have sold her, they were held not to be bound by his representations that the ship was registered, when in fact it was a coasting vessel.4 But where an agent had a general power to sell
1 Per Lord Cranworth, in Ramsden v. Dyson, Law R. 1 H. L. 129, 158 (1866). See also Landon v. Proctor, 39 Vt. 78 (1866).
2 Rusby v. Scarlett, 5 Esp. 76. In this case, where a servant tad bought goods on credit, having cash, Lord Ellenborough said, " If the goods were taken up, and the money given afterwards to the servant to pay, I am inclined to think the master liable, if the servant has not paid over the money; for he has given the servant authority to take up goods on credit. It is therefore material to see when the money was given. If the servant was always in cash, beforehand, to pay for the goods, the master is not liable, as he never authorized him to pledge his credit; but if the servant was not so in cash, he gave him a right to take up the goods on credit; and I think he would be liable, as the servant has not paid the plaintiff, though he might have received the money from the defendant, his master." See also Pearce v. Rogers, 3 Esp. 214; Gratland v. Freeman, 3 Esp. 85.
3 Gilman v. Robinson, Ry. & Mood. 227; McHenry's Appeal, 61 Penn. St. 432 (1869); Manning v. Gasharie, 27 Ind. 399 (1866).
1 Whitehead v. Tuckett, 15 East, 400, 408; Paley on Agency, by Lloyd, 2, and note (3d ed.).
2 Gordon v. Buchanan, 5 Yerg. 71; Hoskins v. Carroll, 7 Yerg. 505; Devinney v. Reynolds, 1 Watts & Serg. 328; Landsdale v. Shackleford, Walker, 149; U. S. v. Williams, Ware, 175; Thatcher v. Bank of New York, 5 Sandf. 121; Kaye v. Brett, 5 Exch. 269.