Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/67

 CHAP. V.] PROMOTION OF A CORPORATION. [§ 75. II. A. will be liable for all acts done by B. within the scope of any authority which A. by his acts or representations has induced other persons to suppose that B. has received from A., at least towards those persons who have acted reasonably and in good faith on belief so occasioned ; and in such case, A.'s liability for B.'s acts will be identical whether the relationship, which A. has caused to be believed to exist between himself and B., actually exists or not. 1 III. If A. contracts as agent, when in fact he has no principal or no authority from his principal to make the contract in ques- tion, A. will be personally liable, not necessarily on the con- tract, but on an implied warranty of authority ; 2 except where the extent of A.'s authority is known to the other contracting party, 3 or is a matter with knowledge of which the other con- tracting party is affected by some rule of law. 4 I Y. If A. contracts as agent, when in fact he has no authority to make the contract in question, and yet the circumstances are such that some one is held liable as principal (in accordance with Proposition II.) to the other contracting party, or if the person or body for whom A. purported to contract ratifies the contract, 5 A. will not be personally liable to the other contract- ing party, unless there is evidence that credit was given to A. personally ; 6 for any implied warranty of authority is unbroken. V. In the instance stated in that part of the preceding prop- osition governed by Proposition II., A. might be liable in dam- ages to his principal or partner. 7 YI. When A. contracts as principal and agent as well, that is, as a partner, he will be liable personally on the contract, and the liability of those for whom he contracts will be governed by the rules stated in Proposition II. YII. When an act has been done by A. as agent, when in fact A. either had no principal, or, having a principal, had no authority from him to do the act in question, and nothing had been done by the person or body on behalf of whom the act was 1 See Story on Agency (9th ed.), §443. 2 Story on Agency, §§ 264, 264 or. 3 Story on Agency, § 265. 4 See Jefts u. York, 4 Cusli. 371; S. C, 10 Cush. 392 ; Thompson on the Liability of Officers and Agents of Corporations, pp. 77-80. Compare §§ 752-754. 5 Story on Agency, § 251. 6 See Story on Agency, §§ 263, 423. 7 Story on Agency, § 217 c. 47