notwithstanding the fact that he gives express notice to those who supply her wants, not to give her credit on his account.' II. NOTICE TO AN AGENT. § 672. Notice to Agent is Notice to Principal. 673. General Application of the Rule. 674. Effect of Notice Depends upon Nature of Agency. 676. Notice to Trustees. 677. Bound by Agent's Unlawful Acts. 678. Person Misled by Acts of Principal. 679. Wife Affected with Husband's Knowledge. 680. Confined to Transactions in which he is Active. 681. Notice to One of Several Agents Sufficient. 682. Director of a Bank. 683. Corporation not Affected with Every Fact Known to Directors. 684. Joint Purchasers not Principal and Agent. 685. The Samne Kind of Notice to Principal as to Agent. 686. To Agent of Agent not Sufficient. 687. Place, Manner and Time of Acquiring Knowledge. 689. Knowledge Acquired During Agency. 690. Agent's Duty to Communicate. 691. Where Agent's Authority Depends upon Ratification. 694. Knowledge of Trustee before Creation of the Trust. 8 672. Notice to Agent is Notice to Principal. The rule of law that charges the principal with notice of every fact coming to the knowledge of his agent, which is connected with the business in which the agent is employed, may be tersely expressed thus: Notice to an agent is notice to the principal. It is 'Sykes v. Halstead, 1 Sandf., 483; Etherington v. Parrot, 1 Salk., 118. 'Astor v. Wells, 4 Wheat., 466; Bracken v. Miller, 4 W. & S., 102; Reed's generally rendered, as constructive notice to the principal; but it is at least doubtful whether this is a correct use of the word "constructive," as applied to the law of notice.1 To employ it in this connection is only to introduce confusion in legal terminology, by giving to a word a peculiar signification, where it has quite a different one when applied to other branches of the same subject. To qualify in this manner the notice which is given through an agent, would be to cut off entirely from the possibility of notice a large class of litigants, in cases requiring actual notice. Corporations can only act through agents, in the transaction of their business, and there are matters, of which, to affect them, they, as well as individuals must have actual notice, as in case of equities, affecting negotiable instruments, or secret trusts affecting the title to lands purchased, by the party to be charged with notice. Whether, therefore, the notice by which the principal is to be affected is actual or constructive, depends upon the manner in which it is brought home to the agent. If the agent has actual notice, the principal is charged with notice of the same kind. If the agent is constructively notified, so is the principal.3 But if we wish to state the rule with greater accuracy, its true meaning may be given by stating it as it is universally understood that notice to an agent is equivalent to notice to the principal. This is one of those $673. General Application of the Rule. principles of jurisprudence, which is so modified in its application to different cases, as to raise a doubt, whether in the form in which it is usually expressed, it may fairly be designated as a rule. It is true that, for all the purposes of the business to which the agency applies, the agent stands in the Appeal, 34 Penn. St., 207; Mech's B'k v. Seton, 1 Pet., 309; Jackson v. Sharp, 9 Johns., 162; Jackson v. Winslow, 9 Cow., 13; Jackson v. Leek, 19 Wend., 339; Bank of U. S. v. Davis, 2 Hill, 451; Fuller v. Bennett, 2 Hare, 402; Sheldon v. Cox, 2 Eden, 224; Sterling Bridge Co. v. Baker, 75 Ill., 139. 1 Ante Ch. I., Constructive Notice. 'Bracken v. Miller, 4 W. &. S., 102. See Ante § 31 et seq. 8 Jones v. Bamford, 21 Iowa, 217. place and stead of the principal, and the knowledge which he acquires, in connection with the particular business of the principal, in which such agent is engaged at the time, will be attributed to the principal, whether in fact communicated or not. But it will be noticed that this proposition does not embrace many of the cases that would fall within the general statement. - §674. Effect of Notice depends upon Nature of Agency. As we have seen in the next preceding title that whether the principal is bound by contracts entered into by the agent, depends upon the nature and extent of the agency, so does the effect upon the principal, of notice to the agent depend upon the same conditions. And the great variety of circumstances affecting the relation of principal and agent, with respect to the matter under consideration, renders it exceedingly difficult to arrange them under the two heads of agents with general, and agents with special, powers. For whether the agent be one exercising general or special authority, it is quite certain that his agency must have some direct connection with the matter, with reference to which notice is given.2 As, where one who was the agent of a railroad company, and residing in the State of Iowa, became cognizant of the fact that there were two towns of the same name in that state, and another agent of the same company, who resided in Illinois, being ignorant of that fact, shipped goods belonging to plaintiff to one of such towns, which was the only one he knew of, but which proved not to be the one intended by the consignor, it was held that the company was not to be charged with notice, by reason of the knowledge of its Iowa agent, that 'Whitehead v. Wells, 29 Ark., 99. Notice to the local agent of an Insurance Company in connection with the risk assumed on behalf of the company, is notice to his principal, Coolidge v. Charter Oak Life Ins. Co., 1 Mo., App., 109. 2 Blumenthal . Brainard, 38 Vt., 402; Hayward v. National Ins. Co., 52 Mo., 181; Warwick v. Warwick, 3 Atk., 294; Mechanics' Bauk v. Shaumburg, 38 Mo., 228. there were two towns of the same name, so as to render it liable for the act of their Illinois' agent, as for negligence.1 $675. Executive Officer of a Bank. - Where the cashier of a bank was ex-officio a member of the discount committee, in the absence of evidence to the contrary, he was presumed to have been present at the deliberations of the committee in reference to a bill presented for discount, and any knowledge which he may have had of equities subsisting against such bill, was held sufficient to charge the bank with notice thereof. It is, however, unnecessary in general, to find these collateral circumstances, either as legal presumptions or as facts established by evidence, in order to charge a banking corporation with notice of equities against paper discounted in the course of its business, when the president, cashier, or other executive officer has knowledge of such equities. In the case last cited, the cashier of the bank was also Treasurer of the town. Acting as such Treasurer, he gave the note of the town to the bank, for the purpose of effecting a loan for his own use. As an officer of the bank, having charge of its loans, he accepted the paper, and it was held that his knowledge of the fact that he was acting without authority as an officer of the town, was the knowledge of the bank. 676. Notice to Trustees. So, notice to one of the directors of a bank, he being a member of the discount committee, has been decided to be notice to the banking corporation; and that what was sufficient to put him upon inquiry, would also charge the corporation with the duty of making inquiry in regard to "caller " 1 Congar v. C. & N. W. R. R. Co., 24 Wis., 157. Notice to a whose duty it was to call conductors as they appeared on the list was not notice to the company of the incompetency of a particular conductor on such list. The notice to bind the company should have been given to the train manager; Mich. Cent. R. R. Co. v. Dolan, 32 Mich., 510; Davis v. D. & M. R. R. Co., 20 Mich., 105; but notice to an engineer of defects in machinery held sufficient to render company responsible for the consequences. Nashville R. R. Co. v. Elliott, 1 Cold. (Tenn.), 611. 2 Bank of America v. McNeil, 10 Bush., 54. Bank of New Milford v. Town of New Milford, 36 Conn., 93. 'See Willard v. Buckingham, 36 Conn., 395. the same matter. So, also, where R executed a deed of trust to secure a debt due M, and subsequently executed another deed of trust on the same property, to N and I, as trustees, to secure a debt due a bank of which N was the attorney, and I, a director, both the trustees having received notice of the prior incumbrance, before the execution of the subsequent one, it was held that notice to them was notice to their principal, and consequently the prior incumbrance should take precedence, notwithstanding the subsequent deed was first recorded.2 $677. Bound by Agent's Unlawful Acts. Whether the agency be general or special, and whatever be the title or designation of the agent, if he has sufficient authority in the premises to contract for the benefit of his principal, that which would affect the validity of such contract, if known to the principal at the time of making it, will have the same effect when known 'The Fulton Bank v. Benedict, 1 Hall, 480. 2 Myers v. Ross, 3 Head (Tenn.), 60. But in order to affect cestui que trusts with notice to trustees, there must be subsisting between them the relation of principal and agent. It was accordingly held, in a quite recent case, that where the bonds belonging to a railroad company were conveyed in trust to certain parties for the purpose of securing its own bonds, thereafter to be issued and negotiated, notice of defenses to the bonds so held, being brought home to one or more of such trustees, would not bind the holders of the bonds so secured. The decision is based upon the ground that the trustees were the appointees of the company, and not of the cestuis que trust. Johnson County v. Thayer, 5 Cent. L. J., 245. See, also, Curtis v. Leavitt, 15 N. Y., 194. But the recent case of Johnson v. Laflin, decided by Judge Dillon, and reported in 6 Cent. L. J., 124, suggests a modification of the doctrine as laid down in the text. There the agent acted under the authority of a letter of attorney, executed in blank, in transferring certain shares of stock, upon the books of the company. At the time the transfer was entered, the acting attorney, with whose name the blank had been filled, knew that the purchaser, an officer of the bank, was unlawfully using the funds of the corporation to make payment for the stock. The negotiation for the stock was between the selling broker and the purchaser, and the transaction was held complete as between the parties, by the transfer of the certificates and the receipt of the money; so that there was no such relation subsisting between the attorney making the transfer and the original seller of the stock as would charge the latter with notice of facts within the |