The rule is stated generally, that an agent can become such, only by the will of the principal. The rule is subject to the exception that the law will sometimes create an agency even against the will of the principal, for instance, the law will permit a wife to pledge the credit of the husband under certain circumstances and her request, will be considered his request, where in fact he withholds his consent to becoming so bound.1 So, the law of necessity, will give the ship's master the power to contract for necessary repairs to the ship.

It was the rule of the common law, that all contracts of a corporation must be under seal, and this included the appointment of an agent by the corporation, but this rule has been now abandoned, and the corporation may, or may not use its seal in making contracts. Where, however, a corporation would empower its agents or officers to make a deed, this should be by resolution of the board of directors duly spread of record.2 A third person has a right to assume also that one is an agent where he apparently held out as such.

It is a general rule that where one of two innocent persons must suffer by the misconduct of a third person, that party must suffer, who by his own acts and conduct has enabled such third person, by giving him credit, as an apparent to practice a fraud or imposition upon the other party.3

1 Benjamin vs. Cockham, 134

Mass., 418. 2 Hemstreet vs. Burdick, 90 I11.,

250; Burrill vs. Nahant Bank,

2 Metc. (Mass.), 163. 3 Paley on Agency, by Lloyd, 201; Story on Agency, Sec. 56.