1. Of Construction in General.

Necessity for construction. — Every person

who proposes to deal with an agent, as such, must, as

has been seen, ascertain not only that authority exists,

but also that it is adequate to authorize the proposed

act. It thus becomes necessary to examine into it, and

ascertain what is ite scope and effect — in other words.

78 Construction of the authority. [в§в§144-146.

to construe it, to determine whether it is broad enough

to meet the present need.

§ 145. Necessity for evidence. — It is also true that

the person who has dealt with an agent, as such, and

who desires to enforce the results against the principal,

must be prepared to prove, if it be denied, not only that

there was some authority, but also that there was such

authority as justified the act relied upon. If it becomes

necessary, therefore, to have recourse to the courts, the

plaintiff must be prepared to prove the authority, and

to show that when properly construed it justified the

act doue.

Something as to the evidence required has already

been seen in an earlier section.

§ 146. By whom construed — Court — Jury, — While

the party who deals with the agent must usually, in the

first instance, put his own construction upon the au-

thority, he must, when he comes into court, abide by

the construction which the law puts upon it.

It is the general rule that the construction of writ-

ten instruments, and the determination of the legal ef-

fect of undisputed facts, are matters for the court. If,

therefore, the authority is created by written instru-

ment, the writing must in general be produced, and

the nature and extent of the authority thereby con-

ferred will be determined by the court. So, though not

in writing, if the facts are not disputed, the court will

determine their effect; but if the facts are in dispute

it must usually be left to the jury to determine, under

proper instructions from the court, whether there was

any authority, and, if so, what was its extent.

See Loudon Savings Fund Society v. Hagerstown Savings Bank,

36 Penn. St. 498, 78 Am. Dec. 300, Cas. Ag. 371; Willcox v. Hines,

100 Tenn. 524, 45 S. W. Rep. 781, 66 Am. St. Rep. 761.

§§ 147-148.] CONSTRUCTION OF THE AUTHORITY. 70

§147. How construed. — In determining the sco]

and extent of the authority, the construction adopted

must be a fair and reasonable one and not a strain* -1 or

unnatural one. The authority is to be construed in

the light of the surrounding circumstances and with

the situation of the parties and thek evidenl purposes

In view. Thus, for example, though the language used

may be general, it must be limited in its application

by the specific purpose to be accomplished, and must

be confined in its operation to the principal's own pur-

poses and business.

See Camden Safe Deposit Co. v. Abbott, 44 N. J. L. 257, Cas. Ag.

376.

So a power from several jointly will not authorize

acts binding one only, nor will separate powers from

several authorize a contract binding them all jointly.

See Gilbert v. How, 45 Mian. 121, 47 N. W. Rep. 643, 22 Am. St.

Rep. 724, Cas. Ag. 380; Harris v. Johnston, 54 Minn. 177, 55 N. W.

Rep. 970,' 40 Am. St. Rep. 312.

В§ 148. Where the authority is conferred by

an express and formal instrument, the presumption

is that the parties have put into it all the powers in-

tended to be conferred. "A formal instrument dele-

gating powers is ordinarily subjected to strict interpre-

tation, and the authority is not extended beyond that

which is given in terms, or which is necessary to carry

into effect that which is expressly given. They are

not subject to that liberal interpretation which is given

to less formal instruments, as letters of instruction,

etc., in commercial transactions, which are interpreted

most strongly against the writer, especially when they

are susceptible of two interpretations, and the agent

has acted in good faith upon one of such interpreta-

tions."

80 CONSTRUCTION OF THE AUTHORITY. [§§148-151.

See Craighead v. Peterson, 72 N. Y. 279, 2S Am. Rep. 150, Cas.

Ag. 373. Powers of attorney are strictly construed: Hotchkiss v.

Middlekauf, 96 Va. 649, 32 S. E. Rep. 36, 43 L. R. A. 806; Campbell

v. Foster Home Ass'n, 163 Pa. St. 609, 30 Atl. Rep. 222, 43 Am. St.

Rep. 818; Frost v. Erath Cattle Co., 81 Tex. 505, 17 S. W. Rep. 52,

26 Am. St. Rep. 831; Gilbert v. How, 45 Minn. 121, 47 N. W. Rep.

643, 22 Am. St. Rep. 724, Cas. Ag. 380; Harris v. Johnston, 54 Minn.

177, 55 N. W. Rep. 970, 40 Am. St. Rep. 312.

2. Of the Construction of Particular Poicers.

§149. What here included. — It is obviously im-

possible to consider every kind of authority which may

be conferred upon an agent All that will be attempted

will be to refer to the common forms most frequently

presenting themselves.

§ 150. Authority to sell land— "When exists. — Au-

thority to sell land must be clearly conferred, and

usually, as has been seen (В§64) by written instru-

ment. The power is not lightly inferred or easily de-

duced from general expressions, such as a power to

attend to "all business" or to do "all things concern-