In the character of the authority conferred. The

authority is general where the principal has, either

pressly or impliedly, held the agent out as authorized

to act generally in relation to some subject or class of

subjects.

See Butler v. Maples, 9 Wall. 766, Cas. Ag. 340; Hatch v. Taylor,

10 N. H. 538, Cas. Ag. 345.

§ 136. Special authority. — The authority is special

where the principal has expressly or impliedly held the

agent out as authorized to act only in a particular

manner, or in accordance with specific instructions.

See Butler v. Maples, supra; Hatch v. Taylor, supra; Bryant v.

Moore, 26 Me. 84, 45 Am. Dec % 96, Cas. Ag. 355.

В§ 137. Appearance given to authority by princi-

pal controls. — In every case, persons dealing with the

agent as such, are bound to ascertain the extent of his

authority; but, whether the agency be general or spe-

cial, the principal will be bound to third persons by the

authority as he has caused it to appear. He is not

bound by appearances which the agent alone has given

to the authority, without the principal's express or

Implied consent.

See Law v. Stokes, 32 N. J. L. 249, 90 Am. Dec. 655; Walsh v.

Hartford F. Ins. Co., 73 N. Y. 5; Kingsley v. Fitts, 51 Vt. 414; Han-

over Nat. Bank v. American, etc., Co., 148 N. Y. 612, 51 Am. St. Rep.

721; Wheeler V. McGulre, 86 Ala. 398, 2 l. R. A. 808, Cas. Ag. 862.

7-1 NATURE AND EXTENT OF AUTHORITY. [§§ 138-139.

В§ 138. Distinction between authority and in-

structions. — It is essential to keep in mind that author-

Ity and the instructions of the principal are not neces-

sarily identical. There may, of course, be cases wherein

the instructions constitute the authority — where they

are contemporaneous and coextensive with its creation.

But this is not necessarily or even ordinarily true. The

authority of the agent is the aggregate of the powers

which, in contemplation of law, the principal has con-

ferred upon the agent. It may consist not only of what

the principal said but of what he did or failed to do.

Actions often speak louder than words, and certainly

the effect which the law attributes to the words or con-

duct of the principal cannot be changed by his declara-

tions or instructions.

Usage, or what is customary in similar cases, may

contribute to determine the authority; estoppel may

affect it ; subsequent ratification may enter into it ; ex-

press rules of law may modify or enlarge it; and, so

far as innocent third persons are concerned, it is vain

for the principal to give his agent instructions not to

do what the law, as the result of all of these forces, de-

termines that he is authorized to do.

Instructions, moreover, are often intended to be se-

cret. To disclose them would not infrequently defeat

their purpose. However proper they may be, therefore,

as between the principal and the agent, in determining

their relations, they cannot be expected to affect third

persons who are ignorant of them.

See Bryant v. Moore, 26 Me. 84, 45 Am. Dec. 96, Cas. Ag. 355;

Little Pittsburg, etc., Co. v. Little Chief, etc., Co., 11 Colo. 223, 7

Am. St. Rep. 226.

§ 139. Extent of general authority. — Where au-

thority has been conferred to act generally in reference

to a subject or class of subjects, third persons, who

§§ 139-141.] NATURE AND EXTENT OF AUTHORITV. 75

have no notice to i he contrary, have the right to pre-

sume that the agent has authority to do whatevi r is

usual and 'proper in such cases; and their rights i

not be affected by the fact that the principal had giv< ;i

the agent secret instructions which would limit this

usual authority.

See Bryant v. Moore, 26 Me. 84, 45 Am. Dec. 96, Cas. Ag. 355;

Towle v. Leavitt, 23 N. H. 360, 55 Am. Dec. 195, Cas. Ag. 358;

Wheeler v. McGuire, 86 Ala. 398, 2 L. R. A. 808, Cas. Ag. 362; Hub-

bard v. Tenbrook, 124 Pa. St. 291, 10 Am. St. Rep. 585, 2 L. R. A.