dissenting as to the 5th headnote and the corresponding division of the opinion. We concur in the decision of the majority with these exceptions.
Victor D. Young, called by the adverse party, testified in part and substance that, at the time of the issuance of the warrant forming the basis for the criminal action upon which this suit is predicated, he was manager of Merchants' Protective Association, which is a corporation granted by the superior court to run without pecuniary gain; and that its business is to represent its members, among which is the defendant, Colonial Stores Inc, in the collection of checks. He further testified that he had no financial interest whatever in the check for which the plaintiff herein was criminally prosecuted; that he took out the warrant "because we handle checks for all the members." The jury would have, therefore, been authorized to have found that Merchants' Protective Association was, in connection with the swearing *Page 344 out of the warrant by its officer and agent, Victor D. Young acting as agent for Colonial Stores Inc. within the scope of its authority. The jury would also have been authorized to have found from the evidence that Colonial Stores Inc. through its officers, agents and servants, held the check for approximately 2 months before presenting it for collection; that at the time the check was executed there was sufficient money in the bank to cover it, which remained there for 6 days; that it then dropped below $1 for several days, but during most of the time from the date of the execution of the check, January 15, to February 10 when the account was closed, sufficient funds were in the bank to cover the check had it been presented; also that a representative of Colonial Stores Inc. was present in court at the committal trial, heard this testimony, and thereafter the defendant, Colonial Stores Inc., did not withdraw the check from its collecting agent. Thus Colonial Stores, after knowledge that its agent had instituted an illegal prosecution and not disclaiming such illegal conduct, acquiesced in the illegal criminal prosecution and ratified the misconduct of its agent.
The defendants, Merchants' Protective Association and Colonial Stores Inc., are corporations. Corporations can only act through individuals serving them as officers, agents, and servants.
Section 4-312 of the Code provides as follows: "The principal shall not be liable for wilful trespass of his agent unless done by his command or assented to by him." Section 105-108 of the Code provides: "Every person shall be liable for torts committed by his wife, his child, or his servant, by his command or in the prosecution and within the scope of his business, whether the same be by negligence or voluntary."
In Western Atlantic Railroad v. Turner, 72 Ga. 292 (2a) (53 Am. R. 842), the following is held: "Section 2203 of the Code [4-312] must be construed with section 2961 [105-108], so as to harmonize the two and allow both to remain of force in the cases to which they apply."
In Atlantic Co. v. Farris, 62 Ga. App. 212 (8 S.E.2d 665), the following is held: "A client is liable to a third person who is injured by the act of his attorney, done in the execution of matters within the attorney's authority, such as the issuance of an attachment where the attorney has been employed to collect *Page 345 a claim. 6 C. J. 671; Parker v. Home Mutual Bldg. LoanAssociation, 114 Ga. 702 (40 S.E. 724). Where the relation of attorney and client exists, the client is bound, according to the ordinary rules of agency, by the acts of his attorney within the scope of the attorney's authority. Accordingly, the client may be liable for a trespass committed by his attorney that he in no way authorized except by his general employment of the attorney, or for the tortious institution, continuation, or prosecution of legal proceedings to enforce the client's claim. 5 Am. Jur. 298, § 667; American Law Institute, Restatement, Agency, 564, § 253. A client may be liable where his attorney, in the course of his employment, causes an attachment to be sued out against the debtor of the client, and levied on property of one other than the debtor, as the property of the debtor. Williams v. Inman,1 Ga. App. 321 (57 S.E. 1009). Where it appeared that the attorney knew, or had reasonable grounds for believing, that the property attached, and afterwards sold under judgment against the debtor on the attachment, did not belong to the debtor, but to the debtor's wife, the attorney was chargeable with notice of the wife's title, and notice to him would be notice to his client.Jones v. Lamon, 92 Ga. 529 (18 S.E. 423); Citizens Bankof Vidalia v. Citizens c. Bank, 160 Ga. 109 (4), 118 (127 S.E. 219)."
Although Merchants' Protective Association was not anattorney of Colonial Stores Inc., as this word relates to the word lawyer, yet the jury was authorized to find it to be anattorney as this word relates to the word agent with duties very similar to those of an attorney at law, and it will be noted by the foregoing quoted excerpt from Atlantic Co. v. Farris, supra, that the principle there enunciated "is according to the ordinary rules of agency."
Where the relationship of principal and agent exists between two corporations, the principal is bound, according to the ordinary rules of agency, by the acts of its agent within the scope of the agent's authority. Accordingly, the principal may be liable for a tort that it in no way authorized except by its general employment of the agent, or for the tortious institution, continuation, or prosecution of legal proceedings to enforce a claim of the principal against a third person, provided the person acting *Page 346 for the agent corporation has the authority to act for it. Also, the principal may become liable for an unauthorized act of the agent after full knowledge of such unauthorized act and ratification thereof by the principal.
Notwithstanding certain testimony of the defendant, Victor D. Young, to the effect that in swearing out the warrant he was acting for himself and not on behalf of the corporation which he represented, and to the effect that as president and manager of Merchants' Protective Association he gave himself instructions not to swear out warrants for the collection of checks of the defendant Colonial Stores Inc., and then proceeded to violate these instructions by swearing out said warrant, the testimony of said witness previously referred to herein, and the overall evidence in the case, authorized the jury to find that Victor D. Young, in swearing out said warrant, was acting within the scope of his authority as representative of Merchants' Protective Association, which in turn was acting within the scope of its authority as agent of Colonial Stores Inc., in the collection of the check in question. Therefore, the liability of the defendant Colonial Stores Inc., under the record of this case, was properly a question for the determination of the jury.