1 Helyear v. Hawke, 5 Esp. 72, 73; Lobdell v. Baker, 1 Met 193; Hubbard v. Elmer, 7 Wend. 446; Tillotson v. McCrillis, 11 Vt. 477.
2 Alexander v. Gibson, 2 Camp. 555; Cornfoot v. Fowke, 6 M. & W. 358; Pickering v. Busk, 15 East, 43; Fenn v. Harrison, 3 T. R. 760; s. c. 4 T. R. 177.
3 Sandford v. Handy, 23 Wend. 260.
4 Doggett v. Emerson, 3 Story, 700; Locke v. Stearns, 1 Met. 560; Schneider v. Heath, 3 Camp. 506; Daniel v. Mitchell, 1 Story, 172; Wilson v. Fuller, 3 Q. B. 72; Collins v. Evans, 5 Q. B. 828; Lobdell v. Baker, 1 Met. 193; Noble v. The Northern Illinois, 23 Iowa, 109 (1867); Teter v. Hinders, 19 Ind. 93 (1862). See Henshaw v. Noble, 7 Ohio St. 226 (1857); Fitzsimmons v. Joslin, 21 Vt. 129; Crump v. U. S. Mining Co., 7 Gratt. 352.
5 See Coleman v. Riches, 16 C. B. 104; 29 Eng. Law & Eq. 323; Grant v. Norway, 10 C. B. 665; Hubbersty v. Ward, 8 Exch. 330.
6 Brigham v. Peters, 1 Gray, 145; Mussey v. Beecher, 3 Cush. 517; Tuttle v. Cooper, 5 Pick. 417. Whether a principal, who has had the benefit of a contract made by his agent, is responsible for a deliberate fraud committed by his agent in the making of the contract, by which fraud alone attorney the power of arresting the debtor.1 So, also, an authority to settle losses on a policy, includes a power to refer the matter to arbitration.2 So, also, an agent employed to procure the discounting of a note or bill, may, if necessary, or proper, indorse it in his own name, or in that of the principal.3 So, also, all means justified by the usages of trade may be em-ployed by the agent to effect the object intended to be attained by the agency. Thus, under a general authority to sell, sales on credit for a reasonable time 4 may be made, if they be conformable to common usage, or to the previous habit of dealing between the parties; but not otherwise.6 So the servant of a dealer in horses has an implied authority to bind his principal by war-ranty, though the latter give express orders to the contrary, if the buyer have not notice of the fact.6 Where an authority, although conveyed in general and unlimited terms, is conferred in relation to the particular subject-matter of the agency, it will be restricted to such subject-matter, according to the general rules of construction.7 Formal instruments are generally strictly construed, and the authority conferred thereby is limited by the terms, so as to embrace only such incidental powers as are necessary and proper to give full effect thereto.8 Thus, a power of attorney to sell, assign, and transfer stock, will not include a power to pledge them for the agent's own debt.9 So, a power to bargain and sell land, will not confer
§ 216. On the same principle, notice to an agent, in respect to the subject-matter of his agency, is considered as notice to the principal.1 The notice must, however, be given to the agent in the course of the very transaction to which it applies, or within so short a time previously as to create the presumption that it is in the memory of the agent, or the principal will not be bound.2 So, also, knowledge acquired by an agent in the course of business is the knowledge of his principal.3
§ 217. In all cases, where an authority is conferred upon an agent, whether it be express or implied, or whether it be of a special or general nature, it is always construed to include all the necessary or usual modes and means of so executing it as to accomplish the objects of the agency. For, to invest an agent with authority to do a certain act, and to deny him the means requisite to carry his authority into effect, would be idle and absurd. Whenever, therefore, an authority is conferred, all necessary subordinate powers accompany it.4 Thus, an authority to recover and receive a debt, will confer upon an the contract was obtained, qucere See Udell v. Atherton, 7 H. & N. 172 (1861), in which the Court of Exchequer were equally divided on the question. See also Archbold v. Howth, Irish R. 1 C. L. 608 (1866), discussing Udell v. Atherton. See further, Proudfoot v. Montefiore, Law R. 2 Q. B. 511; National Exchange Co. v. Drew, 2 Macq. 103; 32 Eng. Law & Eq. 1; Burnes v. Pennell, 2 H. L. C. 497.
1 Dresser v. Norwood, 17 C. B. (n. s.) 466 (1864). In this case the court say that when the agent of the buyer purchases on behalf of his principal goods of the factor of the seller, the agent having present to his mind at the time of the purchase a knowledge that the goods he is buying are not the goods of the factor, though sold in his name, the knowledge of the agent, however acquired, is the knowledge of the principal. See also Hill v. North, 34 Vt. 604 (1861); Smith v. South Royalton Bank, 32 Vt. 341 (1859); Backman v. Wright, 27 Vt. 187 (1855).
2 Story on Agency, § 140; Hiern v. Mill, 13 Ves. 120; 1 Story, Eq. Jur. § 408; Hargreaves v. Rothwell, 1 Keen, 159; 2 Liverm. on Agency, 235, 237; Lawrence v. Tucker, 7 Greenl. 195; Bracken v. Miller, 4 Watts & Serg. 102.
3 Sutton v. Dillaye, 3 Barb. 529. See Ross v. Houston, 25 Miss. 591.
4 Howard v. Baillie, 2 H. Bl. 618; Story on Agency, § 58 et seq.; With-ington v. Herring, 5 Bing. 442; Rogers v. Kneeland, 10 Wend. 218; Peck v. Harriott, 6 S. & R. 146; 1 Bell, Comm. 387, art. 412, 4th ed.; 3 Chitty on Com. and Manuf. 200. See Pollock v. Stables, 12 Q. B. 765; Bayliffe V. Butterworth, 1 Exch. 425.
1 Howard v. Baillie, 2 H. Bl. 618, 619, 620; Com. Dig. Attorney, C 15, citing Palmer, 394.
2 Goodson v. Brooke, 4 Camp. 163.
3 Fenn v. Harrison, 4 T. R. 177; Nickson v. Brohan, 10 Mod. 109; Hicks v. Hankin, 4 Esp. 116; Ex parte Robinson, Buck, 113; Bayley on Bills, 5th ed. ch. 2, § 7.
4 Brown v. Central Land Co., 42 Cal. 257 (1871).
5 Forrestier v. Bordman, 1 Story, 43; Ekins v. Macklish, Ambler, 184, 185; Paley on Agency, by Lloyd, 3d ed. 198, note; Anon., 12 Mod. 514; Scott v. Surman, Willes, 407; Houghton v. Matthews. 3 Bos. & Pul.. 489; Newsom v. Thornton, 6 East, 17; Goodenow v. Tyler, 7 Mass. 36; May v. Mitchell, 5 Humph. 365. See Towle v. Leavitt, 3 Foster, 360.