studying the law of contracts; much money now spent in lawsuits would be saved; and many unkind feelings between men would be prevented.

CHAPTER XXXI.

Of Principal and Factor, or Agent; and of Lien.

1. A principal is one who employs another, as agent, to transact his business. A factor is an agent; but the word factor is generally understood to mean a commercial agent ; that is, one who is employed by merchants residing in a distant place, to buy and sell, and transact business for them. Thus, country merchants send their wheat, pork, pot-ashes, and other country produce, a. d millers send their flour, to their agents in the city of New York, to be disposed of. The owners of the property are called principals; their agents are factors, or, as they are perhaps more frequently called, commission merchants. As receivers of property consigned to them, they are also called consignees, and the persons who consign or commit to them their property, are consignors.

2. For the accommodation of the principal, the factor sometimes pays him a part of the value of the produce be fore it is sold. This is called advancing money. But factors would seldom advance money without security. They have, therefore, by law, a claim on the property on which they advance the money; and they can hold it till they shall have been paid their charges against the owner. And as a factor does not always know who is the actual owner, the person in whose name the goods are shipped, is to be considered the owner.

3. This claim which a factor has upon goods intrusted to him for sale, is called lien; and the factor may sell the goods, and retain out of the proceeds of the sale, what is due him; and the remainder he must pay to the principal,

1. Define principal and factor. Who are consignees? Consignors ? 2. What is advancing money? How is a factor secured? 3. What is

or owner. But a person cannot sell or pledge property committed to him for transportation or storage only; nor can a factor pledge goods intrusted to him for sale, as security for his own debts.

4. How far, in ordinary business, a principal is bound by the acts of an agent, is not easy to determine. As a general rule, however, a general agent, that is, one who transacts either all kinds of business for his employer, or business relating to some particular department, binds his employer or principal, by his acts, so long as he keeps within the general scope of his authority, even though he were expressly instructed not to do a particular act.

5. But if an agent is employed for a special purpose, the principal is not bound by the act of the agent, if he passes the limits of his power. If I employ a man to go out and purchase a horse for me, without giving him authority to do any thing else, and if he buys a horse and a wagon, I am not bound to pay for the wagon, because the agent had power only to buy the horse.

6. If an agent buys in his own name, he is himself liable; and although he does not disclose the name of the principal, the principal also is bound, if the goods come to his use, but not otherwise.

7. A lien, as has been stated, is the claim of a factor or agent, upon property in his possession, as security for the payment of his charges. This right of lien extends to others than factors. It is intended also for the benefit of manufacturers and mechanics, and other persons carrying on business for the accommodation of the public.

8. A merchant has a lien upon goods sold till the price is paid, if no credit has been stipulated for; and even when he agrees to give a credit, if the purchaser practises fraud in obtaining the goods, the seller may take them. These cases differ, however, from ordinary cases of lien, as the purchaser has not, in reality, acquired any lawful right to

this claim of a factor called? 4. In what cases cannot a factor sell or pledge property? In what cases, generally, is a principal bound by the acts of his agent? 5. How is it in case of a special agency? 6. How if an agent buys in his own name? 7 Have others than factors the right of lien? 8. What is here said of a merchant's right of lien?

the property; and the merchant may dispose of the property as his own, which cannot be done in other cases.

9. A shoemaker receiving leather to manufacture into shoes, may retain the shoes until he is paid for the making; a tailor has a lien upon the garment made from another's cloth; a blacksmith upon the horse he shoes; an innkeeper upon the horse or goods of his guest; and common carriers upon the goods they transport. But they cannot hold property for any other debt; nor have they a right to sell such property to satisfy their claim upon it. Whenever a person allows property to go out of his possession, he loses his lien

CHAPTER XXXII.

Of Partnership; and of Bailment, or the Delivering, Borrowing, Carrying, Letting, &c., of Property.

1. As much of the business of this country is done in partnership, it is necessary to learn what are the rights and responsibilities of partners. A partnership is the association of two or more persons for the purpose of carrying on any business, agreeing to divide the profits and bear the loss, in certain proportions. Persons forming a partnership, unite their money or capital. Sometimes one furnishes money, and another does the labor. Or, perhaps no money may be necessary, but each agrees to perform his share of the labor.

2. All the members of a partnership are bound by the act of any one of them, or by any contract which either of them may make. Although they agree to divide their gains and losses, either one of them is liable for all the debts of the partnership. If one of the concern buys property on his own account, for his individual use and benefit, he alone is liable; but though he thus buys it, if it be afterwards applied to the use of the partnership, all become liable.

3. There are cases, however, when not all who share in

9. What is said of a mechanic's or manufacturer's lien ? Of an innkeeper's?

1. What is a partnership? 2. How far are partners jointly liable? 3

the profits are responsible; as when a clerk or agent agrees to receive a part of the profits as a compensation for his service or labor; or when one receives, as rent, a part of the profits of a tannery, tavern, or farm. In these cases, although the parties share in the profits, there is no partnership; and the persons who buy the stock and other materials, and hire the labor necessary to carry on their respective trades, are alone responsible.

4. One partner cannot bring a new partner into the firm, without the consent of all the others. If, therefore, a partner should desire to sell his interest to some other person, who is to take his place in the partnership, he cannot do so, unless all the partners consent to such sale.

5. All the partners must unite in suing and being sued. Sometimes, however, there are secret or dormant partners, who conceal their names; these may not join in an action as plaintiffs, but they may be sued when discovered to be partners.

6. As each partner is liable for all the debts of the concern, so each may, in the name of the firm, in ordinary cases, assign over the effects and credits to pay the debts of the firm.

7. Any partner may withdraw when he pleases, and dissolve the partnership, if no definite period has been agreed on for the partnership to continue; but if, by the terms of agreement, it is to continue for a definite period, it cannot be dissolved before the expiration of the term, without the mutual consent of all the partners, except by the death or some other inability of one of them; or by a decree of the court of chancery. When a partnership is dissolved by the withdrawal of any of the partners, notice of dissolution ought to be given, or such partners will be liable for debts contracted by those who continue the business.

8. Another class of rights and responsibilities are those which arise from delivering and receiving property in trust,

In what cases mentioned are not all liable who share in profits? 4. In what cases only can a partner sell his interest to a person not a partner? 5. Must all the partners join in suing and being sued? 6. What power has an individual partner to assign? 7. In what case can any partner withdraw, and dissolve the partnership? 8. The doing of what

to be kept or used, and re-delivered, according to agreement. Such delivery and receiving includes giving and taking goods to be kept for and without reward; in security for debt; borrowing and lending; letting for hire; carry. ing, &c. These are comprehended in the word bailment, which is from bail, a French word, signifying to deliver.

9. If a person takes goods to keep and to return them without reward, he must keep them with ordinary care, or if they receive injury, he will be liable to the bailor for damage; in other words, a bailee without reward is respon sible only for gross neglect. The person with whom goods are deposited, is also called in law, depositary. A depos itary may not use the goods taken into his care.

10. A person who agrees to carry goods from place to place, or to do some other act or work upon or about them, without recompense, must use due diligence in performing the work; he is responsible for gross neglect, if he undertakes and does the work amiss; but it is thought that for agreeing to do, and not undertaking or doing at all, he is not liable for damage. Or if he has been strongly persuaded to do the act, only a fair exertion of his ability is required.

11. A borrower is liable for damage, in case of slight neglect. If he applies the article borrowed to the use for which he borrows it, uses it carefully, does not allow another to use it, and returns it within the time for which it was borrowed, he is not liable.

12. A person who receives goods in security for a debt or engagement, is liable for ordinary neglect. But if he bestows ordinary care upon the goods, and they should then be lost, he still has a claim upon the pawnor for the debt.

13. When property is hired, that is, when something is to be paid for the use of an article, and it is injured by moderate usage, the owner bears the loss; but the hirer must not use it for any purpose but that for which it was hired, and he must return it promptly, or he is liable for damage.

things is comprehended in the word bailment? 9. For what is a man responsible if he takes goods to keep without reward? 10. If he agrees to carry them without reward? 11. How is a borrower made liable? 12. For what is a pawnee liable? 13. In what case is a hirer liable?