his legal acts are limited to the scope of the authority conferred upon him by his principal, and, as in the case of a corporation, he will be justified in the law in the making of any contract, as agent, which may prove to be necessary or essential to the carrying out of his more specific instructions, or for the transaction of the business for which he has received special authority.

Unlike a corporation, however, an agent may exceed both his express and implied authority in the making of a contract, and yet this contract will become binding on the ratification of it by his principal. This ratification may also be either express or implied, an implied ratification consisting of a failure to object or protest or to annul the contract on learning of its existence, or of acting under it as though consent had been given.

A ratification, whether express or implied, of the acts of an agent operates always so as to include the whole of the agent's acts pertaining to the particular transaction in question, and can not operate for the acceptance of a part, and the rejection of other parts. By adopting a part, the principal is bound by the whole. If it appear, however, that the express or implied ratification was due to a mistake of fact, the principal may repudiate the action of the agent on learning of the facts.

If the agent wishes to avoid personal responsibility in the entering into a contract, it must be understood by the other party that he is acting as an agent, and not in his own behalf. He may, however, enter into contract in his own name, not as an agent, when in fact he is the agent of another party. this case, however, the other party to the contract on learning of the principal, has his option to enforce the contract against the agent or against the principal as he may choose. In all cases of contracts with agents the other party to the contract must know of the agent's authority aside from the agent's own testimony in the case, as this latter is not received as evidence of the fact. Whatever the agent's pretended authority may be,

if it should prove that he has exceeded both his express and implied authorization, the principal is at liberty to repudiate his acts, and the other party to the contract has no remedy except against the agent himself. The agent's authority is evidenced, however, by the usual and customary transactions of such agent which have been accepted by his principal, and which have become known to the other party in a proposed new contract. Therefore as to third persons the authority of the agent may be implied from previous performances of similar acts which have come to the knowledge and received the consent of the principal.

In the case of sub-agency, or of the appointment of an agent by an agent such authorization must proceed originally from the principal, or be afterwards ratified by him before the principal can be bound by the acts of the sub-agent.

In order that an agent may relieve himself from responsibility in the signing of a contract, the document must reveal, either in its body or in the signature, who the principal is; a mere signing of a contract by a person as "agent" will not relieve the party so signing from personal responsibility unless the document does reveal the principal.

If an agent enters into contract in a matter beyond his express and implied authorization, he becomes personally liable to the third party, unless he reveal to such party, at the time of the signing of the contract, the exact relation between himself and his principal in such a way that this third party becomes aware of the dubiousness of the agent's authority. In this case the principal may repudiate the act of his agent and the third party will not be able to hold either principal or agent to the contract. If, however, the agent does not disclose his exact relations with his principal, and assumes authority beyond his authorization, he does become personally liable for such damage as may result from failure of performance on the part of his principal.

The principal is also liable for all the frauds, deceits, and negligent acts of his agent so long as these pertain to the business he is authorized to perform. In this case, of course, the agent himself is liable both to his principal and to any third party. While if such fraud or deceit or negligent act pertains to matters outside the scope of his authority, the agent alone is liable.

Acts of an agent continue to be binding upon the principal as to third persons, even if the agent's authority has been revoked and the agency ended, until such termination of the agency comes to the knowledge of such third person. This applies to all kinds of continuous agencies, but does not apply, of course, to an agency for the performance of a particular act. The death of the principal always acts to terminate the agency, which termination occurs at the instant of the death of the principal. This nullifies even such acts of the agent after the death of his principal as may have occurred before such death came to the knowledge of the agent; but when the agent enters into contracts for his principal after the decease of the latter, with or without the knowledge of such decease, the contract is void as against the estate of the principal, and, generally speaking, as against the agent himself, and the third party is without remedy. In this case no notice of the termination of the agency is required. In a few states, however, the rule has been adopted that the bona fide acts of the agent after the death of his principal and before he becomes aware of the fact, and which do not require the principal's signature are valid in favor of third parties.

LEGALITY OF THE AGREEMENT.

8. Kinds of Illegal Subject-Matter. No contract can be enforced in the courts which involves an agreement to perform an act which is (a) forbidden by statutory law, or (6)

is contrary to the rules of common law, or (c) which is opposed to public policy.

9. Contracts in Breach of Statute Law. This subject will not here be entered upon at length. It may be said, in short, that all acts which are expressly prohibited by statute law, or all acts for which specific penalties are attached in national, state, or municipal laws, if made the subject of a contract, such contract can not be enforced. Without here mentioning the acts which would be criminal or immoral, it may be well to call attention to a certain class of contracts which can not be enforced at law because the plaintiff in the suit has no legal standing in court. Thus where the state statute requires a diploma or license for the practice of medicine or surgery, or a license to act as attorney at law, or as a surveyor, or as an engineer, a person not having such legal authorization can not collect in the courts the price of his professional fees.

Under this head also fall agreements to pay usurious interest, which in some states involves the forfeiture of the entire interest, and in a few states the entire contract becomes void even to the sacrifice of the principal.

In most states all kinds of wagers are declared unlawful by statute and can not be collected.

While all contracts for fire or life insurance are in a certain sense wagers, they are valid and lawful when the person for whose benefit the insurance is made can be shown to have a suitable interest in the property or person insured.

In all states where Sunday labor, with the exception of "works of necessity and charity," is prohibited, contracts made on Sunday are illegal and can not be enforced.

Where contracts in breach of statute law have been fully executed, in other words, where the act has been done and the compensation received, the law will not recognize such transactions for the purpose of annulling them. Thus, in the case of a

wager which has been paid, the law will not enforce the return

of the money.

10. Immoral Acts. The courts will not enforce an agreement, the object of which is forbidden either by statute or by common law, or which in law may be regarded as immoral or wrong. Such agreements might relate to such subjects as the commission of crime; all kinds of frauds upon creditors, either by way of fraudulent assignments, or by way af agreements with certain creditors to the disadvantage of others; all kinds of transactions under false pretenses, as the selling of articles under false labels; fraudulent conveyance of real estate to defraud creditors; changes in contracts after they have been signed, either by one party without the consent of the other, or by the two principals without the consent of the sureties; all acts of officers of corporations in their official capacity, in furtherance of their private ends; fictitious bidding at auctions for the purpose of raising the bids of bona fide purchasers; collusion between the auctioneer and private individuals to defraud owner, and the like.

The particular class of illegal acts in this category which has especial interest to engineers, is that referring to changes in contracts agreed to by the principals without the consent of the sureties or bondsmen. In all such cases if the changes are material, that is to say, if they are such as may be said to have a money value, then if these changes be made without the consent of the surety, such surety can no longer be held for any damage resulting from failure of his principal to fulfill his agreement. Since such changes are almost always made in all contracts after they are signed and before the work is fully executed, and since it is very common to neglect to obtain the consent of the sureties when making all such changes, these sureties or bondsmen are nearly always relieved from liability in the manner here indicated. Furthermore, if such sureties are consulted in regard to the proposed changes and they