It is conceded that the evidence excluded was admissible, provided the acts and declarations of the inspector were binding on the defendant, and it is upon this latter point that I dissent from the conclusion reached by the majority of the court. The relation of Mr. Kaufman to the defendant corporation he himself stated to be as follows: “ I am employed by the Metropolitan Street Railway Company as an investigator under Mr. Julian; he is my superior. * * * My duties as investigator are to see to the witnesses, and take statements and to interview witnesses. Q. And interview those who expect to be witnesses at a trial against the Metropolitan Street Railway Company ? A. Those who expect and those who are. And I have been acting as an investigator in this case for the Metropolitan Street Railway Company.”
The corporation, therefore, conferred upon Mr. Kaufman the right and authority to investigate accidents, to interview and interrogate witnesses, and to attend to the preparation of the testimony to be adduced by the defendant on the trial of such cases as he was instructed to look after: Although he states that he had a superior officer in his department, no suggestion is made' that his own authority was in any way thereby limited. Matters connected with witnesses, therefore, were specially confided to him and he was left to exercise his own discretion and judgment as to the manner in which he should perform the duty, his authority being in nowise, so far as appears, limited or restricted by the defendant or by the person immediately above him in his department.
The question, therefore, is whether the acts and declarations of such an agent are binding on the railroad company. As a corporation is incapable of acting itself and can do so only through agents, *308the rule is settled that the acts and declarations of the agent within the scope of his authority, are, as to third persons, binding on the corporation. As said in Anderson v. Rome, W & O. R. R. Co. (54 N. Y. 339), “ the principal constitutes the agent his representative.in the transaction'of certain business; whatever, therefore, the agent does in the lawful prosecution of that business, is the act of the principal whom he represents; and when the acts of the agent will bind the principal, his declarations respecting the subject-matter will also bind him, if made at the same time and constituting part of the res gestæ."
To assert that because the inspector had nothing to do with the car which caused the injury nor any duty concerning it, and, therefore, the- evidence offered was not competent because it did nót bear upon the main fact to be proved at the trial, namely, that the defendant was negligent, seems to me to beg the question here at issue, for it is conceded that the evidence sought to be introduced is an exception to the general rule that collateral facts cannot be proved.- The ■ declaration attempted to be shown, which was in the nature of an admission, was a collateral fact; and if competent only because it had a direct bearing upon the question of the defendant’s negligence, such a declaration never would be admissible. It is conceded, however, that the declaration here was admissible if made by an agent within the scope of his authority; and it is only this latter point that it was necessary to establish to render the testimony competent.
If the acts of this agent, clothed as he was with authority t-o look after witnesses, are not binding upon the defendant, then it is diffi-. cult to conceive how the corporation could ever be bound by anything short of a meeting of the entire board of directors and the passing by them- of an express resolution conferring authority upon some particular officer or person to do each specific act which might arise in his employment. Such a limitation upon the power of the agents of a corporation, if extended to all corporate transactions, would not only hamper the corporation itself but would make it exceedingly dangerous for ¡any one to haye dealings with its officers or agents unless the person dealing with them, first ascertained that they had express authority by resolution of the board of directors to transact every detail of the business committed to them. If the principle is applicable to one detail, it is equally applicable to every other.
*309The inspector in the course of his employment went to the witness, and I think the defendant is hound by his acts and declarations at that time, which were here sought to be proved, if the principle in the cases cited in the prevailing opinion is here applied. The rule underlying them all is, as stated in Anderson v. Rome, W. & O. R. R. Co. (54 N. Y. 339),.that “the declarations of an agent, which are part of any res gestee which is the subject of inquiry, are ¿•eceived agaiust the principal.” The principal is not bound where, as in Thallhimer v. Brinckerhoff (4 Wend. 394), the agent’s act is done after the transaction is completed; but as therein stated “ what was done and said at the settlement, or when the monies were actually paid over, might well be proved.”
Haying concluded that the evidence sought to be adduced was • competent and relevant and, as here appears, material, in view of the evenly balanced state of the testimony, I think that the error in excluding it was substantial and, therefore, that the judgment should be reversed and a new trial ordered.
Judgment affirmed, with costs.