It is a well stated principle, that the authority to bind the principal on negotiable paper must not be lightly inferred. Generally, the authority must be expressly conferred, and any authority granted, will be strictly construed. The only exception to the general rule, is in the case where the general power being couched in such broad terms, that to give full meaning to the same, would of necessity, include this power as a customary or necessary part of the agency.37 Negotiable paper being delivered to the agent in blank, the principal would be bound on the paper to third persons who take the same from the agent in good faith,38 the agent meanwhile having filled up the blanks in violation of the principal's instructions.

If a merchant has been in the habit of allowing his clerks to sign and indorse negotiable paper on his account, this will furnish an inference that it is incidental to their authority as such clerks, although not properly pertaining to their duties.39

The power to bind the principal on negotiable paper will not be implied, unless the power is indispensable to fulfill the duties of the agency, and unless it is the undoubted intention of the principal, that the power shall include the right to bind him on negotiable paper it will not be inferred. For instance, one who is empowered to manage a particular business, place, or store of his principal's,40 or one employed to manage another's business, will not have implied authority to bind the principal by making negotiable paper.41 Even where the authority is given in express terms, the power will be confined strictly to the terms as given.42

36 Owen vs. Brockschmidt, 54 Mo.,

285. 37 Biekford vs. Menier, 107 N. Y.,

390.

38 Phelps vs. Sullivan, 140 Mass., 36.

39 Paley on Agency, by Lloyd, 161- 169.

40 Terry vs. Fargo, 10 Johns, (N.

Y.), 114. 41 New York Iron Mine vs. Negaunee Bank, 39 Mich., 644.

42 School Directors vs. Sippy, 54 I11., 287; Breed vs. First National Bank, 4 Colo., 481.