11558. Void Bargains.—If an agent sells his own property to his principal, or purchases his principal's property under the guise of his agency, the principal is at liberty to set aside the sale or purchase any time afterwards, unless his very distinct knowledge of and assent to all the circumstances of the transaction can be proved beyond the shadow of a doubt; for,

1559. Concealments.—Though a principal may have bought or sold to or of his agent property involved in the terms of agency, and may have assented, and deliberately executed a deed with his eyes wide open to the nature of the transaction; yet, if it can be shown that the agent wilfully concealed or refrained from disclosing anything in the remotest degree bearing upon the value of the property, the principal may effectually rescind the whole business any time (6560), with possibly the most disastrous consequences to the agent, or more especially to his assigns; thus,

11560. Title.—If A instructs B to sell sixty acres of land, and A, in the absence of any formal revocation of agency, eventually consents to sell and does actually convey such land to B, and B resells to six other persons, and when those six other persons have built houses upon their respective plots A discovers that a railway station is being constructed close by of which he previously knew nothing: and A further elicits that at the time he conveyed the land to B, B knew that the railway station was to be there, and purposely withheld the fact from A at the time, then the whole transaction is void, B's title is destroyed, and, by consequence, the title of all the six other persons who accepted B's title, which hence turns out to be bad.

DECEPTION.

11561. Deception. The law looks with the extremest jealousy upon the slightest appearance of deception or other irregularity on the part of an agent in dealing with the interests of his principal; and

11562. Leaning against Agents.—In case of dispute the courts will invariably lean in their decisions in favour of the principal, as against the agent's alleged irregularity.

IMPLIED GOOD FAITH.

11563. Every agent in all transactions on behalf of his principal is legally bound to act bonâ fide in the interest of his principal in every respect; and

11564. Care and Diligence.-Every agent who undertakes busi

ness on behalf of a principal impliedly promises to execute the commission entrusted to him with care and diligence; and

11565. Obedience to Instructions.-To abide by all distinct instructions which the principal may give, or reservations which he may make (11530); and

11566. Implied Capacity.-Every agent who undertakes a special or professional commission impliedly covenants that he is possessed of the requisite knowledge, skill, experience, probity, and discretion requisite for the assumption of such a position (11593).

OBLIGATIONS OF SOLICITORS.

11567. Sound Advice.-Solicitors are very distinctly responsible to their clients for careful and sound advice; and

11568. Diligence.-Diligent prosecution of all instructions and suits with which they may be entrusted (11593); and

INVESTMENTS.

11569. By Solicitors.-If a solicitor is entrusted with the money of his client for investment, such solicitor, being impliedly experienced in such matters, is responsible for the loss of it should he, without very express instructions in that behalf, advise the investment, or further or permit the investment, in a way that cannot be justified on its merits (11593); but,

11570. By Incompetent Agents.—If a person entrust his money for investment to a non-professional, illiterate, or otherwise manifestly incompetent agent, such person must solely bear the consequences of an injudicious loan.

CARE OF MONEYS.

11571. Clear Accounts.-Every agent is bound to take jealous care of, and clearly account for, all moneys advanced by or received on account of his principal (11593); and

11572. Own Credit.-When once an agent has received money on behalf of his principal he cannot, under any alleged justification, afterwards credit himself with it as received on his own account.

EXCESS OF DUTY.

11573. An agent, as between himself and his principal, is bound not to exceed the duties of his office in any way; thus,

11574. Buying Only.—If an agent is appointed to buy only, he has no right to sell his principal's property; and

11575. Selling Only.—If an agent is appointed to sell only, he has no right to buy property for his principal,

11576. Credit.-Agents who are commissioned to sell have no right to stipulate for credit to be given to the customer; but,

11577. Usual Terms.-Commercial travellers are impliedly at liberty to make discreet concessions upon the usual terms upon which their principals carry on business; notwithstanding,

11578. Necessary Discrimination.-The implied authority of a traveller to "open an account" with tradesmen on general specific terms will not extend to justify him in trading with anybody and everybody in the business, regardless of character (11593-6).

DEL CREDERE COMMISSIONS.

11579. Unlimited Discretion.-When unlimited discretion is given to an agent as to whom credit is to be given, it is usual to make a special contract for what is called a del credere commission ; whereby,

11580. Guarantee.—In consideration of the agent being entitled to an unusually large commission, he guarantees the payment within a stated period of all accounts which he may open.

11581. Surety. When an agent is expressly engaged upon a del credere commission, he stands between his principal and third parties in precisely the light and with all the contingent rights of a surety (6533) upon a condition.

STIPULATED PRICES.

11582. Less Prices.—An agent commissioned to sell has no right to sell for less than the price stipulated for by his principal;

11583. Difference.—If he does, he is responsible for the difference; and also

11584. Damages. For any damages which may incidentally arise; and

11585. Reckless Sales.-If an agent is commissioned to sell at prices subject to his own discretion, an action will lie against him for damages should he sell at a price outrageously low, unless there is a clear justification; in like manner,

11586. Reckless Purchases.—If an agent is commissioned to buy at his own discretion or at a stated price, he is responsible to his principal for any very excessive or greater price he may give or bargain for.

QUANTITIES.

11587. Excessive Purchases.—If an agent is commissioned to buy a given quantity of certain goods, and buys more, he is responsible for the difference; but,

11588. Insufficient Purchases.-If he cannot buy so great a quantity, and bargains for less, he is not responsible unless he was expressly instructed not to buy less, though the lesser quantity may be useless to the principal without the remainder.

QUALITIES.

11589. Inferior Qualities.—If an agent is instructed to buy a first-class quality, or any exact quality of goods, and he bargains for an inferior or different quality, he is liable to his principal for the carelessness or error of judgment.

EXPENSES.

11590. Stipulated Expenses.-Agents are entitled, in addition to their bare salary or commission, to any expenses which may be stipulated for by their principals, whether a stated amount or a discretionary one; and

11591. Inevitable Expenses.—An agent who is commissioned to proceed upon business which inevitably involves special expenditure, is impliedly entitled to the necessary expense, whether stipulated for or not, unless he has expressly undertaken to pay it himself; but,

11592. Expenses Inclusive.-When established agents in any capacity carry on an agency business, and make systematic charges to all comers, they are impliedly bound to bear all incidental expenses, unless they are expressly stipulated for by their principals.

CONSEQUENCES OF DEFAULT.

11593. Sacrifice of Remuneration.-If an agent fails in executing his commission by reason of his own default, in not acting bond fide, or without care or diligence, or from unskilfulness or ignorance of his proper business, or misappropriation of money, or in not rendering accounts, or in exceeding his office, or other act or omission appertaining to the business which his agency impliedly bound him to prosecute, he is entitled neither to salary nor commission; and

11594. Damages.—If an agent does or omits anything in abuse or neglect of his office, whereby his principal suffers a loss, such agent, in addition to losing his salary and commission, is liable for damages; and,

11595. Sacrifice of Expenses.-If an agent, in prosecuting the business of his principal, incurs expenses which his faithful and efficient service would entitle him to, but fails in his agency so as to deprive him of any claim to salary or commission, he forfeits his claim to be reimbursed for expenses also; for,

11596. It has been quaintly said, with regard to an agent's claim upon his principal, "if he is not entitled to charge for his labour he cannot charge for his money."

SUB-AGENCY.

11597. Under-servants.—An under-servant of any class, though engaged by, and acting under, another servant, is the agent, and nct the sub-agent, of the employer, as between him and strangers (11607); but,

11598. Agents of Agents.—If B, an agent of A, is not a servant in the strict sense, and appoints C under his instructions, to transact or complete business for the chief agent's principal, the subagency does not necessarily bind A.

11599. A is not liable for the act or defaults of C, for whom B is solely responsible; for,

11600. B has no power to delegate his authority.

11601. Remuneration.-A sub-agent (properly so called) has no legal claim for remuneration upon the principal. He must look to the agent, and the agent is in his turn correspondingly responsible to the sub-agent for payment; on the other hand,

11602. Liability of Agent in Chief.-If a sub-agent is guilty of any act or default whereby a principal is compromised, the principal must look to his agent for responsibility or damages. Such principal cannot legally proceed against the sub agent; that is the agent's business; though,

SOLICITORS.

11603. There are some remarkable contingencies arising out of the agency and sub-agency of solicitors in certain cases.

11604. Legal Agents.—If a principal instructs a country solicitor to recover, say, £90 from a London firm, and the country solicitor instructs a London solicitor to apply for the money, he is impliedly authorized to receive the money, and his receipt will discharge the London firm from their obligation to the original creditor; but,

11605. Liability of Country Solicitor.-If the London solicitor fails to transfer the money to the country solicitor, the client cannot sue the London solicitor, but must look to the country solicitor; notwithstanding,

11606. Failure of Country Solicitor.—If a debt has been paid to a London solicitor on behalf of a client of a country solicitor, and the client sues the country solicitor, and he becomes insolvent and cannot pay, then the client may effectually sue the London solicitor for any amount he may still retain on the client's account.