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First, where the principal is not known.
In all cases where a factor buys or sells goods, Agent not without declaring that he acts as agent, and dis- principal, is
liable perclosing the name of the principal, he may be sonally. considered the principal, and is in all respects liable as such(k). It is not sufficient that the agent was known to act in the character of agent, if the real principal was not disclosed (1). And the notification must take place at the time of the contract, in order to discharge the agent (m).
there is no
Secondly, where there is no responsible princi- Where pal to resort to, the agent is personally liable(n). responsible But an exception is made in the case of public Principal. agents; the Governor of Quebec was held not personally liable for goods supplied for the use of the settlement(0); so, a commissary general is not liable for forage supplied by his orders(P); nor a commanding officer, present with his troop, for necessaries furnished to the men (9).
(K) Blackburn v. Scholes, 2 Campb. 343 ; Seaber v. Hawkes, 5 M. & P. 549.
(1) Hanson v. Roberdeau, Peake, 120.
(m) Morgan v. Corder, Paley Pr. & A. 372; Paterson v. Gaudassequi, 15 East, 62.
(n) Horsley v. Bell, Ambl. 769; Myriel v. Hymondsold, Hardr. 205; Burls v. Smith, 7 Bingh. 705 ; Doubleday v. Muskett, 7 Bingh. 110.
(0) M'Beath v. Haldimand, 1 T. R. 172. See Unwin v. Wolsely, 1 T. R. 674.
(p) Lutterloh v. Halsey, cited 1 T. R. 180.
(q) Myrtle v. Beaver, 1 East, 135; Rice v. Chute, id. 579 ; Rice v. Everitt, id. 583, n. ; Thompson v. Pearce, 1 B. & B. 25.
Where agent Thirdly, where the agent has bound himself binds bim
personally, he will be liable though the principal be known; as, where he acknowledges the receipt of goods purchased for his principal, and by the same writing undertakes to pay it by a specified day (r); or, where an agent draws a bill generally, and not expressly as a mere agent(s); or, where, without indorsing the bill drawn for the price, he undertakes to see it paid (t). On this principle it was decided that the defendant, (although he had described himself as “consignee and agent,”) having conducted himself throughout the whole transaction as principal, and having signed the agreement in his own name, was personally liable (u). So, an agent may render himself liable by expressly warranting the soundness of the goods, if it appear
(r) Alford v. Eglisfield, Dy. 230, b. ; Talbot v. Godbolt, Yelv.
(s) Leadbitter v. Farrow, 5 M. & S. 345.
AGENTS OF VENDEE. that his own responsibility is pledged (w). But where agent
sc bind, hiineven where the undertaking is formally given, if self. the principal subsequently acknowledges and ratifies it himself, the agent will not be liable y). And where the vendor has in reality given credit to the principal, he cannot afterwards shift his claim so as to charge the agent who gave the order(x).
RIGHTS AND LIABILITIES OF VENDEE IN RESPECT OF
I, PARTNERS OF VENDOR.
RIGHTS AND LIABILITIES OF VENDEE IN RESPECT OP
PARTNERS OF VENDOR.
I. Rights of Vendee against Partners. Rights of ONE partner in a firm may bind his co-partners purchaser.
by the transfer of goods. It was agreed by the Sale by one partner
Court in a very old case, that the sale of one binds the firm.
partner is the sale of them both(a). And it has been held, that, even after an act of bankruptcy committed by one partner, a bona fide assignment for valuable consideration of the partnership
(a) Lambert's case, Godb. 244, (11 Jac. I.) See Metcalf v. Royal Exchange Assurance Company, Barnard. Ch. Rep. 343. But if the partner has received the consignment for a different purpose, and the vendee is privy to the misapplication, the sale is not valid. Snaith v. Burridge, 4 Taunt. 684.
effects, by the solvent partner, was binding on the firm(6).
This doctrine holds true as well in the case of Both in goods belonging to a general trading partner- partnerships ship(c), as in the case of particular adventures, ticular provided that there is no fraud or collusion on the tions. part of the vendee or pledgee. The plaintiffs purchased, on the joint account of themselves and J.S., a consignment of clover seed, which with the invoice and bill of lading they shipped to J. S. The defendants having no notice of any joint interest in the seed, advanced money to J. S. on the goods being lodged with them; and it was held, that the plaintiffs could not maintain trover for the seed (d). The principle was recognised in a recent case. Plaintiffs commissioned a broker to purchase certain goods, in which the broker was to be one-third interested. The whole transaction had been treated by the parties as a joint speculation; and it was accordingly held, that the broker must be considered a partner in the particular adventure, and that the sale or pledge by him, without notice on the part of the vendee or
(6) Fox v. Hanbury, Cowp. 445. See Robinson, ex parte, 1 Mont. & Ayr. 18.
(c) Coll. Partn. p. 217.
(d) Raba v. Ryland, Gow, 132; S. P. Tupper v. Haythorne, Gow, 135, n. (referred to 4 B. & C. 880.) Ex parte Gellar in re Hutchinson, 1 Rose, Bkcy. Ca. 297.