Page:Harvard Law Review Volume 8.djvu/462

446 44^ HARVARD LAW REVIEW. C. B. & Q. at 71," would be unintelligible, but when interpreted by them it is perfectly clear and becomes, " I order you to contract to buy for regular delivery for me and at my risk on the Stock Exchange of which you are a member, according to its rules and customs, 100 shares of the stock of the Chicago, Burlington, and Quincy Railroad at 71 dollars for every. hundred dollars' worth of the par value of stock." Since this order is typical of all orders in the regular form, it is possible, now that its exact meaning has been shown, to determine what is the legal significance of all orders in the regular form. 1. Of what is expressed in an order in the regular form, the legal effect is that of a proposition to confer upon the stockbroker an authority to contract ^ to buy or to sell according to the rules and customs of the Stock Exchange of which he is a member. 2. Besides this express proposition, there is also to be found in an order in regular form an implied proposition to vest the stock- broker with authority to perform in the way established by the rules of his Exchange the contract or contracts he makes to carry out the order.2 The ground for ^ this implication is that the cus- tomer must be held to propose to authorize the necessary conse- quences of what he expressly proposes to authorize, and personal performance by the stockbroker of the contract or contracts he makes is a necessary consequence of making it or them, as it is expressly proposed he should do, according to the rules and cus- toms of his Stock Exchange. 3. In addition to these two propositions to confer agencies, an order in the regular form contains an implied offer by the cus- tomer that, on condition and in consideration of the stockbroker's making the contract or contracts for which he has express author- 1 This authority being " to contract," the stockbroker is authorized to carry out the order by making one contract or several contracts with one or different stockbrokers. 2 This authority is general, and the stockbroker can perform with his own money or securities, if he wants to, or in case the customer fails to supply him with the means to perform. Knapp v. Simon, 96 N. Y. 284, s. c. 86 N. Y. 31 1 ; Cobb v. Knapp, 71 N. Y. 384; Markham v. Jaudon, 49 Barb. (N. Y.) 462, by Leonard, P. J., on p. 465; Sistare V. Best, 16 Hun (N, Y.) 61 r ; Rosenstock v. Tormey, 32 Md. 169, s. c. 3 Am. Rep. 126; Giddings v. Sears, 103 Mass 311; Mechem on Agency, §§ 977, 365; Daylight Burner Co. ?/. Odiin, 51 N. H. 56; Bennett z/. Covington, 22 Fed. Rep. 816; Putnam v. French, 53 Vt. 402. ^ A further ground lies in a deposit with the stockbroker of the means to perform, which is often made at the time the order is given.