which must be accepted in order to create a binding contract. Such a doctrine in effect abolishes the fiction of relation altogether, and indeed abolishes ratification as a distinct doctrine. It would be possible for the supposed principal if no doctrine of ratification were recognized, on learning of the transaction entered into by the alleged agent, to make an offer to the person with whom the agent dealt, to enter into the transaction which the agent assumed to complete. Like any other offer there would arise a binding contract when the offer was accepted. This, which seems to be the view of the Wisconsin court, may be thought not only out of harmony with the law of ratification as generally understood, but unnecessary to produce a just result.

§ 279. Termination of agent's authority.

An agent's authority may be terminated in various ways. The authority may itself fix its limits or may contain conditions which, when they come into effect, automatically end it. But an agency may be determined in other ways also, and especially by a renunciation on the part of the agent or by a revocation on the part of the principal, even though such renunciation or revocation is in violation of a contract between the two. Though, as between the principal and the agent receipt of a notice from one to the other would terminate the agency,44 in order to free the principal from possible liability to third persons for further acts of the agent within the apparently continuing scope of his original authority, notice must be given to such third persons either of renunciation 45 or of revocation, 46

44 Jones v. Hodgkins, 61 Me. 480. 45 Capen v. Pacific Mut. Ins. Co., 25 N. J. L. (1 Dutch.) 67, 64 Am. Dec. 412.

46 Southern L. Ins. Co. v. McCain, 96 U. S. 84, 24 L. Ed. 653; Johnson v Christian, 128 U. S. 374, 32 L. Ed. 412, 9 S. Ct. 87; Gratz v. Land, etc., Improvement Co., 82 Fed. 381, 27 C. C. A. 305, 40 L. R. A. 393; Quinn v. Dresbach, 75 Cal. 159, 16 Pac. 762, 7 Am. St. Rep. 138; Meyer v. Hehner, 96 Ill. 400; Harris v. Cuddy, 21 La. Ann. 388; Maxcy

Mfg. Co. v. Burnham, 89 Me. 538, 36 Atl. 1003, 56 Am. St. Rep. 436; Packer v. Hinckley Locomotive Works, 122 Mass. 484; Rice v. Barnard, 127 Mass. 241; Blake v. Garwood, 42 N. J. Eq. 276, 10 Atl. 874; Beard v. Kirk, 11 N. H. 397; Farmers' L. & T. Co. v. Wilson, 139 N. Y. 284, 289, 34 N. E. 784, 36 Am. St. Rep. 696; Smith v. Watson, 82 Va. 712, 1 S. E. 96. But where an agent was originally authorized to do but a single act his power is thereby exhausted without notice.

in order that the principal may not be bound by the continuing apparent authority of the agent. Notice must, therefore, be given to all who have dealt with the agent as such, and also to all who because of the previous existence of the agency are likely to be deceived even though they have had no previous dealings with him. As it is impossible to give actual notice to every one of the latter class, a general notice by publication is sufficient. But as those who have had previous dealings with the agent, direct notice is necessary.47 An agency may also be terminated by death either of the principal or of the agent, and it seems that death of the principal even though unknown to the agent or to the person with whom he deals, revokes the agent's power. 48 But the hardship of this rule has led to decisions by several courts that unless the act in question had to be done in the principal's name, notice of the principal's death is necessary.49 Insanity of the principal effects a revocation of the agent's powers but not until notice.50 Bankruptcy of the principal also terminates the agency, 51 and it seems irrespective of

Fellows v. Hartford &c. Steamboat Co., 38 Conn. 197; Watts v. Kavanagh, 35 Vt. 34.

47 These rules are the same as those which govern the dissolution of a partnership. See Wright v. Herrick, 128 Mass. 240; Claflin v. Lenheim, 66 N. Y. 301.

48 Blades v. Free, 9 B. & C. 167; Smout v. Ilbery, 10 M. & W. 1; In re Oriental Bank Corp., 28 Ch. D. 634, 640; Long v. Thayer, 150 U. S. 520, 37 L. Ed. 1167; 14 S. Ct. 189; McClaskey v. Barr, 50 Fed. 712, 714; Ferris v. Irving, 28 Cal. 645; Travers v. Crane, 15 Cal. 12; Lewis v. Kerr, 17 Ia. 73; Harper v. Little, 2 Me. 14, 11 Am. Dec. 25; Marlett v. Jackman, 3 Allen, 287; Clayton v. Merrett, 52 Miss. 353; Weber v. Bridgman, 113 N. Y. 600, 21 N. E. 985; Farmer's L. & T. Co. v. Wilson, 139 N. Y. 284, 34 N. E. 784, 36 Am. St. Rep. 696; Fischer v. Schram, 173 N. Y. App. D. 147, 159 N. Y. S. 496; Bunch v. Dunning, 106 S. C. 300, 91 S. E. 331; Rigs v. Cage,

2 Humph. 350, 37 Am. Dec. 559; Cleveland v. Williams, 29 Tex. 204, 94 Am. Dec. 274; Davis v. Windsor Bank, 46 Vt. 728; Larson v. Anderson, 97 Wash. 484, 166 Pac. 774. Cf. Moore v. Hall, 48 Mich. 143, 11 N. W. 844.

49 Dick v. Page, 17 Mo. 234, 57 Am. Dec. 267; Deweese v. Muff, 57 Neb. 17, 77 N. W. 361, 42 L. R. A. 789, 73 Am. St. Rep. 488; Ish v. Crane, 13 Oh. St. 574, s. c. 8 Oh. St. 520; Cassidy v. McKenzie, 4 W. & S. 282, 39 Am. Dec. 76. See also Garrett v. Trabue, 82 Ala. 227, 3 So. 149. Statutes to this effect either covering agencies generally, or certain specified agencies, have been passed in some jurisdictions. Powers of Atty Act of 1882, § 3 (England). Such is the rule in Porto Rico. Santiago v. Roses, 242 Fed. 209, 155 C. C. A. 49. 50 Matthiesen, etc., Co. v. McMahon's Adm'r, 38 N. J. L. 536; Hill v. Day, 34 N. J. Eq. 150, 157; Davis v. Lane, 10 N. H. 156; Merritt v. Merritt, 43 N. Y. App. Div. 68, 59 N. Y. S. 357.

51 Minett v. Forrester, 4 Taunt. 541;

537 notice.52 Bankruptcy of the agent has a similar effect, 53 unless the agency was of a somewhat formal character not requiring business confidence.54 The appointment of a receiver for the principal's property is distinguished from bankruptcy, and takes effect only on notice.55 Marriage at common law, as it deprived a woman of contractual capacity, 56 revoked her power of attorney, and even though a third person who dealt with the general agent of a woman prior to her marriage, continued to do so subsequently, in ignorance thereof, she would not be bound.57 How far the law in this respect has been changed depends on local statutes.58 Even where married women are given full contractual capacity, marriage would revoke a power which related to property the rights in which became affected by the marriage relation.59 Finally, war between the country of the principal and that of the agent ends the relation between them, except as to matters which do not require commercial intercourse or the sending of property to a belligerent."0

§ 280. When an agent's authority is irrevocable.

When the power of an agent is coupled with an interest it is irrevocable. The meaning of the words "coupled with an interest" has not been very accurately defined. They certainly mean something more than a contract on the part of the principal that the agency shall not be revoked. In spite of such a contract, an agency may be revoked though a principal will thereupon become liable for damages.61 There must be an

Fuller v. Emerson, 7 Cush. 203; Wilson v. Harris, 21 Mont. 374, 54 Pac. 46; Elwell v. Coon (N. J. L.), 46 Atl. 580.

52 Ex parte Snowball, L. R. 7 Ch. 534, 548; In re Oriental Bank Corp., 28 Ch. D. 634, 640.

53 Hudson v. Granger, 5 B. & Ald. 27; Audenried v. Betteley, 8 Allen, 302; Cushman v. Snow, 186 Mass. 169, 71 N. E. 529.

27.

54 Hudson v. Granger, 5 B. & Ald.

55 In re Oriental Bank Corp., 28 Ch. D. 634, 640.

56 See supra, § 265.

57 See Charnley v. Winstanley, East, 266.

58 See supra, § 269; also Wambole v. Foote, 2 Dak. 1, 2 N. W. 239.

59 Brown v. Miller, 46 Mo. App. 1; Henderson v. Ford, 46 Tex. 627; compare Joseph v. Fisher, 122 Ind. 399, 23 N. E. 856.

60 See Insurance Co. v. Davis, 95 U. S. 425, 24 L. Ed. 453; Williams v. Paine, 169 U. S. 55, 74, 42 L. Ed. 658, 18 S. Ct. 279.

61 Davis v. Cotton States L. Ins. Co., 232 Fed. 343, 146 C. C. A. 391; Coney v. Sanders, 28 Ga. 511; Feldman

interest in property to which the agency is subservient, as when the agency is intended to enable the person to whom it is given to collect property or realize its value.62 The interest which the agent would derive from compensation for his services as agent, even though this compensation is to be paid out of property to which the agency relates, is not a sufficient interest within the meaning of the rule.63

§ 281. Contracts made by an agent in his principal's name are contracts of the principal.

If an agent is acting within the scope of his actual or apparent authority, and purports to enter into a contract on behalf of the principal it is fundamental that the contract is that of the principal and all rights and obligations under it belong to him. The agent can neither enforce it, nor is he bound by it.64 In informal contracts it is sometimes a difficult question of fact to determine whether the agent did contract on his own behalf or on behalf of his principal. In any case the question is one of fact. The inquiry must be made, to whom was the third person justified in giving credit? 65 If the name of the

v. Wear-U-Well Shoe Co., 191 Mich. 73, 157 N. W. 395; cf. Terwilliger v. Ontario, etc., R. Co., 149 N. Y. 86, 94, 43 N. E. 432.

62 Raleigh v. Atkinson, 6 M. & W. 670; Hunt v. Rousmaniere, 8 Wheat. 174, 5 L. Ed. 589; Taylor v. Burns, 203 U. S. 120, 51 L. Ed. 116, 27 Sup. Ct. 40; Chambers v. Seay, 73 Ala. 372; Barr v. Schroeder, 32 Cal. 609; Bonney v. Smith, 17 Ill. 531; Smith v. Dare, 89 Md. 47, 42 Atl. 909; Langdon v. Langdon, 4 Gray, 186; Oatman v. Watrous, 120 N. Y. App. Div. 66, 105 N. Y. S. 174; Wainwright v. Massenburg, 129 N. C. 46, 39 S. E. 725; Blackstone v. Buttermore, 53 Pa. 266.

63 Missouri v. Walker, 125 U. S. 339, 31 L. Ed. 769, 8 S. Ct. 929; Chambers v. Seay, 73 Ala. 372; Flanagan v. Brown, 70 Cal. 254, 11 Pac. 706; Gilbert v. Holmes, 64 Ill. 548, 550; Andrews v. Travelers' Ins. Co., 24 Ky. L. Rep. 844, 70 S. W. 43; Merry v. Lynch,

68 Me. 94; Kolb v. J. E. Bennett Land Co., 74 Miss. 567, 21 So. 233; Elwell v. Coon (N. J.), 46 Atl. 580; Simpson v. Carson, 11 Or. 361, 8 Pac. 325; Hartley's Appeal, 53 Pa. 212, 91 Am. Dec. 207.

64 Owen v. Gooch, 2 Esp. 567; Green v. Kopke, 18 C. B. 549; Sampson v. Fox, 109 Ala. 662, 19 So. 896, 55 Am. St. Rep. 950; Seeberger v. McCormick, 178 Ill. 404, 53 N. E. 340; Thilmany v. Iowa Paper Bag Co., 108 Iowa, 357, 79 N. W. 261, 75 Am. St. Rep. 259; Maury v. Ranger, 38 La. Ann. 485, 58 Am. Rep. 197; Southard v. Sturtevant, 109 Mass. 390; Goodenough v. Thayer, 132 Mass. 152; Huffman v. Newman, 55 Neb. 713, 76 N. W. 409; Sleeper v. Weymouth, 26 N. H. 34; American Nat. Bank v. Wheelock, 82 N. Y. 118.

65 Thomson v. Davenport, 9 B. & C. 78; Calder v. Dobell, L. R. 6 C. P. 486; Usher v. Waddingham, 62 Conn. 412,

66

principal is disclosed, the presumption is strong of an intention to contract on behalf of the principal, and not of the agent." An exception to the general rule is made in England in case of a foreign principal. Even though the name of the principal is disclosed in such a case, it is presumed that the credit of the agent was relied upon.67 The English rule has been adopted to some extent in the United States.68 The different States of the Union are not, however, foreign to each other within the meaning of the rule.69

Other authorities treat the question as one of fact whether credit was given to the agent or to the principal, even though the principal is foreign.70 All the rules stated in this section are but rules of presumption. It is possible for the agent to bind himself either as a joint obligor with his principal 71 or by a separate several obligation.72 It is also possible that the agent's obligation shall by agreement be the sole obligation, though the name of the principal is disclosed.73

26 Atl. 538; Guest v. Burlington Opera House Co., 74 Iowa, 457, 38 N. W. 158; Simonds v. Heard, 23 Pick. 120, 34 Am. Dec. 41; Kelly v. Thuey, 102 Mo. 522, 15 S. W. 62.

66 Higgins v. Senior, 8 M. & W. 834; Whitney v. Wyman, 101 U. S. 392, 25 L. Ed. 1050; Great Lakes Coal &c. Co. v. Seither Transit Co., 220 Fed. 28, 136 C. C. A. 110; Anderson v. Timberlake, 114 Ala. 377, 22 So. 431, 62 Am. St. Rep. 105; Hall v. Crandall, 29 Cal. 567, 89 Am. Dec. 64; Thilmany v. Iowa Paper Bag Co., 108 Ia. 357, 360, 79 N. W. 261, 75 Am. St. Rep. 259; Steamship Bulgarian Co. v. Merchants' Desp. Transp. Co., 135 Mass. 421; Dart v. Ensign, 47 N. Y. 619; Commercial Bank v. Waters, 45 N. Y. App. Div. 441, 60 N. Y. S. 981; Jones v. Gould, 123 N. Y. App. Div. 236, 108 N. Y. S. 31; Clarke v. Watt, 83 N. Y. Misc. 404, 145 N. Y. S. 145; Bailey v. Galbreath, 100 Tenn. 599, 601, 47 S. W. 84; Richmond Union Pass. Ry. Co. v. New York, etc., Ry. Co., 95 Va. 386, 28 S. E. 573. This principle is applicable to contracts made by an attorney-at-law, whose

client is disclosed. Covell v. Hart, 14 Hun, 252.

67 Armstrong v. Stokes, L. R. 7 Q. B. 598; Hutton v. Bulloch, L. R. 9 Q. B. 572; Wilson v. De Zulueta, 14 Q. B. 405, 414. Cf. Brandt v. Morris, [1917] 2 K. B. 784.

68 Vawter v. Baker, 23 Ind. 63; McKenzie v. Nevins, 22 Me. 138, 38 Am. Dec. 291; Rogers v. March, 33 Me. 106; Hochster v. Baruch, 5 Daly, 440; In re Merrick's Est., 5 W. & S. 9.

69 Vawter v. Baker, 23 Ind. 63; Rogers v. March, 33 Me. 106; Barham v. Bell, 112 N. C. 131, 16 S. E. 903.

70 Maury v. Ranger, 38 La. Ann. 489, 58 Am. Rep. 197; Bray v. Kettell, 1 Allen, 80; Kaulback v. Churchill, 59 N. H. 296; Kirkpatrick v. Stainer, 22 Wend. 244; Taintor v. Prendergast, 3 Hill, 72, 38 Am. Dec. 618; Whalen v. Saunders, 90 Vt. 393, 98 Atl. 901. 71 Tew v. Wolfsohn, 174 N. Y. 272, 278, 66 N. E. 934.

72 Elbinger Actien-Gesellschaft Claye, L. R. 8 Q. B. 313.

V.

73 Paterson v. Gandasequi, 15 East, 62; Addison v. Gandasequi, 4 Taunt.