Thatcher, as master of the vessel and agent of the defendants, had no general authority to purchase a cargo for the vessel on the defendants' credit. His authority plainly was, according to his own statement, to purchase with the proceeds of his cargo out, and upon credit only for the balance, for which he was authorized to draw bills not exceeding $8,000. Contrary to his instructions, he placed his outward cargo in the hands of Deane, Toule Co., without selling it, leaving it to be sold by them; and purchased the sugar in question wholly on the defendants' credit. This he was not authorized to do, and although he informed Deane, Toule Co. that he had the necessary authority to make such purchase, and they believed it, and acted in good faith in making the sale of the sugar on the defendants' credit, it can make no difference in respect to their liability. He was a special agent, and the firm of Deane, Toule Co. were bound to know what his authority really was. If they chose to rely upon his representations as to the measure of his authority, it was at their own risk. He could not bind his principals by claiming authority which had never been conferred. As no part of the property thus purchased, or its proceeds, ever came to the defendants' hands, they are not bound unless they have in some way ratified the transaction since it took place.
Thatcher was, most clearly, I think, a special agent in this business, under instructions, though having large discretionary powers in some particulars. He was, however, limited and restricted in respect to making purchases on the credit of his principals. He had the right to purchase as he might see fit with the proceeds of his outward cargo, and in addition to such proceeds on the credit of his principals to an amount not exceeding $8,000, for which addition he was authorized *Page 264 to draw upon the defendants. This gave him no authority to leave his outward cargo unsold, and purchase another wholly on the defendants' credit. Being a special agent, he could only bind the defendants by pursuing his authority strictly. (Paley on Agency, 202; 1 Parsons on Contracts, 41, 42, 43.)
It is manifest that the authority was not pursued strictly, nor even substantially. The outward cargo did not enter into the purchase of the sugar at all. The purchase corresponded in amount with the amount of the cargo remaining unsold, according to the inventory and a portion of a previous cargo, but according to the evidence, it was no part of the bargain that either cargo or the proceeds should apply upon the purchase. So that the cargo of sugars was not purchased in any sense with the proceeds, or upon the credit even, of the outward cargo. The judge at the circuit was clearly right, therefore, in instructing the jury that Thatcher had exceeded his instructions, as matter of law. The exception to this ruling and instruction to the jury presents the only question in the case. No question was raised in respect to a ratification by the defendants afterward, nor was there any request to submit anything to the jury. There was no conflicting evidence. The whole case in respect to the point raised depends upon the testimony of Thatcher, and from that, it is quite clear that his instructions were special, and his authority limited on the subject of making purchases, and that he was bound by such special instructions, and neglected to follow them, seem to me clear propositions, as matter of law, arising upon the uncontroverted facts of the case. If this view is correct the judgment is right, and should be affirmed.
Judgment reversed, c. *Page 265