(y) Bird v. Boulter, 4 B. & Ad. (24 E. C. L. R.) 443. 426 in his (the shopkeeper's) book, a memorandum of the transaction, and thereupon made the following - "Of North &Co., 30 matsmaurs, at 71s.,-cash 2 months,-Fenning's Wharf," and signed it with his own name; the sugar having been destroyed before it was delivered, it became *necessary to prove the sale by a written memorandum; but these facts were held insufficient to show that the traveller was constituted the agent of the shopkeeper to bind him under the statute (z). Indeed, it seems clear, as observed in the case, that the signing of the entry in the defendant's book would tend to make it obligatory on the plaintiff, the vendor, rather than on the defendant, the shopkeeper.
With regard to the second point, namely, in what manner an agent is to be appointed :-Whenever there is no particular rule of law or special statutory provision pointing out a particular mode of appointment, he may be appointed even by bare words. But there are some cases in which the Common or Statute Law does require a particular mode of appointment; for instance it is a rule of Common Law, that an agent who is to contract for his principal by deed, must himself be appointed by deed (a).1
(z) Graham v. Musson, 5 Bing. N. C. (35 E. C. L. R.) 603; Graham v. Fretwell, 3 M. & Gr. (42 E. C. L. R.) 368; Mews v. Carr, 26 L. J. (Ex.) 39; 1 H. & N. 484.
(a) Harrison v. Jackson, 7 T. R. 209,
1 M'Murty v. Frank, 4 Mon. 39; Cummings v. Cassily, 5 B Mon. 74; Boyd v. Dodson, 5 Humph. 37; Bragg v. Fessenden, 11 111. 544; Damon v. Granby, 2 Pick. 352; Blood v. Goodrich, 12 Wend. 525; Wells v. Evans, 20 lb 251; Rhode v. Louthain, 8 Blackf. 413. Perhaps the most important as well as frequently recurring cases to which this common law rule applies, are those of contracts under seal made by one member of a partnership without authority under seal from the other.-r.
Where a man's wife signed his name to a deed and sealed it, and he subseAgain, a corporation, as it can, generally speaking, do no act except by deed; so it cannot, generally speaking, appoint an agent in any other way. There are, indeed, one or two exceptions to this, as you have seen there are to the rule which obliges them to contract by deed, particularly in the cases of *trading companies. You will find the rule and the exceptions discussed in Dunston v. Imperial Gas Light Company (b). With regard to the case of a statute requiring a particular mode of appointment, you may take, for example, the Statute of Frauds, the 1st, 2nd, and 3rd sections of which require, in express terms, that the agent who is to do any of the acts mentioned in those sections shall be appointed by writing, whereas the 4th and 17th sections contain no such provision. The consequence, of course, is, that in cases within these latter sections the agent's authority need not be in writing (c).
With regard to the third point, namely, in what cases the principal is bound by his agent's contract:-It is, of course, obvious, at first sight, that, so far as the agent's authority extends, his principal is bound by all acts done in pursuance of that authority.1 So far there quently acknowledged the deed before a magistrate, it was held that this was a ratification and adoption of the deed which bound him: Bartlett v. Drake, 100 Mass. 174. And in a subsequent case in the same court Gray, C. J., said, "The law is settled in this commonwealth that the unauthorized execution of a deed in the name either of a partnership or of an individual may be ratified by parol:"Holbrook v. Chamberlin, 116 lb. 161. Sed contra: Stetson v. Patton, 2 Greenl. 358; Despatch Line v. Man. Co., 12 N. H. 205; see Blood v. Goodrich. 9 Wend. 77.
(b) 3 B. & Ad. (23 E. C. L. R.) 125. (c) Emmerson v. Heelis, 2 Taunt. 46.
1 Every one who deals with an agent is bound, at his peril, to ascertain the extent of his authority: Powell v. Henry, 27 Ala. 612. The authority of a general agent to contract so as to bind his principal is only limited to the usual and ordinary means of accomplishing the business entrusted to him: Williams v. Getty, 31 Pa. St. 461; McAlpin v. Cassidy, 17 Tex. 462.-s. 428 can be no doubt or difficulty whatever. But the cases in which doubts and difficulties arise, are those in which the agent has gone beyond his authority-lias made some contract which his instructions do not authorize; and then the question arises whether his principal shall or shall not be bound by it. Now, in order to solve this question, it is necessary, in the first instance, to understand the distinction between general and particular agency. A general agent is an agent entrusted with all his principal's *business in some specific line, of some specific kind. A particular agent is an agent employed specially for some one special purpose. For instance, if I entrust another with the sale of a particular horse, of which I am desirous of disposing, he is a particular agent to transact that particular business (d). But if I appoint an agent to sell all my horses, and consign horses to him from time to time for sale, he is my general agent in that line of business. Now, there is this important distinction between contracts made by general, and those made by particular, agents-namely, that if a particular agent exceed his authority, his principal is not bound by what he does ;1
(d) Brady v. Tod, 30 L. J. (C. P.) 223; 9 C. B. (N. S.) (99 E. C. L. R.)
1 Thus, in Batty v. Carswell, 2 Johns. 48, where one who was authorized to sign a note for another for $250, payable in six months, signed one payable in sixty days, it was held that the principal was not liable, because the authority, which was a special one, was not strictly pursued. So, a clerk in a retail store has no authority to sell by wholesale, or to deliver goods in payment of or security for debts: Beals v. Allen, 18 Johns. 362; Hampton v. Matthews, 14 Pa. St. 107. So, a clerk employed to do outdoor business of a merchant, such as to negotiate purchases and charter-parties, present bills of lading for signature, etc, has no authority to pledge these bills of lading, or receive advances on them: Zachrisson v. Ahman, 2 Sandf. 68. So, one employed by a merchant to purchase goods, give notes, and do all other things in his business as merchant will not be authorized to mortgage goods in the merchant's store: Beeves v. Baldwin, 1 Smith, 170. So, one having whereas, if a general agent exceed his authority, hi? principal is bound, provided what he does is within the ordinary and usual scope of the business he is deputed to transact. For instance, if I employ A. to carry a bale of cottons from Manchester to Liverpool, and he sells them, I am not bound by the sale, but may bring an action of trover for them against the purchaser; whereas, had I entrusted them to my factor for the same purpose, I should have been bound by the sale, that being a transaction within the ordinary scope of his business as factor (e).1