Insane to the knowledge of the agent, but unknown to the

third party, the contract is binding.^ This is put on the

ground that the principal when sane represents the agent aa

having authority, and third persons may act on the represen-

tation until they have notice of its withdrawal. It is a case

where one of two innocent parties must suffer by the wrong-

ful act of the agent, and the loss should fall on the one whose

representation is the proximate cause of the injury.^

§ 17. Parties. — Married women as principals.

A married woman could make no binding contract at com-

mon law. All her contracts were absolutely void. Modern

statutes, however, have gone far to remove her common law

disabilities, and she may now contract in some jurisdictions

as freely as an unmarried woman. To the extent that she

may contract generally in her own person she may contract

through an agent,^ but, of course, to no greater extent.* If

she may contract through an agent, she is liable on doctrines

1 Drew V. Nunn, l. R. 4 q. B. D. 6g1; Davis l: Lane, 10 n. II. 156;

Matthies.sen, &c. Co. v. McMahon's Adm'r, 38 N. J. L. 536.

2 .\.s to termination of agency by insanity, see post, В§ 71.

3 Weisbrod c Chicago, &c. R , 18 Wis. 35.

* Kenton Ins. Co. i: McClelhui, 43 Mich. 564; Nash u. Mitchell, 71

N. Y. 199.

BY AGREEMENT. 31

of estoppel for ostensible authority, the same as any other

person.^ Some early statutes giving married women the

power to convey their lands by deed, but not otherwise

enlarging their contractual capacity, were strictly construed

so as to require an execution of deeds in person and not

through an attorney ; under these statutes it was held that a

married woman could not appoint an attorney to do what she

might do in person.^ In general a married woman may now

appoint an agent and may appoint her husband as agent.^

Even where she could not have an agent, it seems she could

have a servant to care for her estate for whose operative acts

she would be liable.*

§ 18. Parties. — Corporations as principals.

A corporation has the powers expressly conferred by its

charter or impliedly necessary to carry into effect the provi-

sions of that instrument. The corporate charter usually

confers an express power to appoint agents, but even in the

absence of such provisions the power is implied, both as to

the official agents through whom a corporation must act, and

also as to the inferior agents who may be employed at the

discretion of the managers.^ But the appointment of an

agent in excess of these powers would be a void act, not

binding on the corporation so far as the agent is concerned,

though if the corporation had had the benefit of his services

he might recover in quantum meruit.^ Whether authority to

affix the corporate seal must be under seal is discussed

hereafter.'^

1 Bodine v. Killeen, 53 N. Y. 93.

2 Sumner v. Conant, 10 Vt. 9 ; Eaile v. Earle, 20 N. J. L. 347.

8 VVeisbrod v. Chicago, &c. R., 18 Wis. 35.

* Flesh V. Lindsay, 115 Mo. 1.

* Protection Life Ins. Co. v. Foote, 79 111. 361 ; Hurlbut v. Marshall,

62 Wis. 590; Washburn v. Nashville, &c. R. R. Co., 3 Head (Tenn.), 638;

St. Andrew's Bay Land Co. v. Mitchell, 4 Fla. 192.

* Slater Woollen Co. v. Lamb, 143 Mass. 420. Query as to the result

where the appointment of the agent was ultra vires, but the conti'act made

by him with a third person was intra vires.

^ Post, В§ 26.

32 FORMATION OF AGENCY

§ 19. Parties. — Partnerships as principals.

In a partnership each niember is usually a principal and

also an agent in the management of the partnership affairs.

As agent each partner has the authority necessary for carry-

ing on the partnership,^ and among other powers he has the

power to api)oint agents to carry out the ))urposes for which

the partnership exists.^ But if the ajipointment he to do an

act which the partner could not do himself without special

authorization from his co-i)artnei-s, the appointment will not

bind the firm.^ And if the a])pointment recjuires to be made

under seal it cannot be made except by the joint act of all

the partners; but adding a seal to an instrument where none