of trover against him with whom they are pawned. If the factor pledges the goods as his own, the pawnee cannot claim to retain against the principal for the amount of the factor's general lien at the time of the pledge.

The same rule holds with respect to a bill of lading, which has been indorsed to a factor by his principal; for the bill of lading, which is the symbol of the delivery of possession, 'cannot give the factor a greater authority than the actual possession of the goods themselves. Hence, as a factor cannot pledge the goods, so neither can he pledge the bill of lading; for though the indorsement of a bill of lading gives the indorsee, or person to whom indorsed, an irrevocable right to receive the goods, yet it will not have that operation where it is intended as an assignment of the property in the goods, or where it is intended as a deposit only, by a person not authorized to make such deposit.

The maxim that the principal is civilly responsible for the acts of his agent, prevails universally in courts of law and equity: and, upon this principle, it was held by chief justice Holt that a merchant was answerable for the deceit of his factor who had sold some silk to the plaintiff as silk of a superior knowing it to be of an inferior quality.

The several merchants who employ the same factor must run the joint risk of his actions, although they are strangers to each other thus, if five merchants remit to him five distinct bales of goods and the factor makes a joint sale of them to one man, who is to pay one moiety down, and the other at six months' end; if the buyer fails before the second payment, each merchant must bear a proportional share of the loss, and be content to accept of his dividend of the money advanced.

But if the factor draws a bill of exchange upon all those five merchants, and one of them accepts the same, the others shall not be obliged to make good the payment.

The authority and trust reposed in factors being very great, they ought to be very provident in their actions for the benefit of their principals. If a factor gives time to a man for payment of moneys contracted on sales of his employer's goods, and, after the time is elapsed, sell goods of his own to the same person for ready cash, leaving the other unpaid, and such man becomes insolvent, the factor ought to make good the loss; although he cannot be compelled by the law.

If goods are remitted to a factor, and he makes a false entry of them at the custom-house, or lands them without entry, whereby they incur seizure or forfeiture, he must make good the damage to his principal: but, if he makes his entry according to invoice or his letters of advice, and these prove erroneous, the goods are lost and he discharged.

The same probity expected from the factor is, by the law, expected from his employer, judging that the act of the one is that of the other; therefore, if a merchant consigns counterfeit jewels to his factor, who sells or disposes of them as if genuine ; and incurs loss or damage thereby, the merchant shall not only make it good, but render such other satisfaction as may be adjudged. It is established that a principal shall answer for his factor in all cases; and, in contracts, if a factor buy goods on account of his principal, especially if accustomed to do so, the contract of the factor will compel the principal to a performance of the bargain.

The proceeds of goods sold by a factor must be carefully disposed of. If applied without the limits of his commission, or order, he becomes responsible. Conforming to this, if he be robbed, the act discharges him; and if he buy goods which af terwards suffer injury, the loss becomes that of the merchant. If the factor takes money that is false, he must make good the loss: but, if the money which he receives be afterwards lessened in value by edict or proclamation, the loss is that of the merchant.

The caution of the factor is particularly required to letters of credit: as to whether for a time limited, or to what value, &c.

It is now held that, if a merchant remit goods to his factor, and shortly after draws a bill on him, which is accepted, and he then breaks, the factor has a general lien upon all goods in his hands for the value of his acceptance, and whatever may be due to him.

Bills remitted to a factor are, while unpaid, considered as goods unsold; and, if the factor become bankrupt, must be returned to the principal, subject to the lien of the factor. Black. Rep. 1154. A factor has lien on consigned goods for incident charges, and also as an item of general account for balance due to him, so long as he keeps possession of them; if he parts with them, he parts with his lien. 1 Burr. 489. 1 Black. Rep. 104.

If a factor who enters into a charter party with a master for freightment personally covenants for the performance of it, he is obliged by the contract; but if he loads abroad generally, the goods, the principals, and the lading, are made liable, and not the factor.

If a factor possessing money belonging to his principal receives orders from him to make insurance on ships and goods so soon as he has loaded, and neglects to do so, he shall make good the damage that may accrue from such neglect. In case of loss he ought not to make a composition without orders from his principal.

Joint-factors are answerable for each other; and one may account without his companion.

A factor should be extremely punctual in the advices of his transactions, in sales, purchases, affreightments, and especially in drafts by exchange. If he sells on trust, without giving advice thereof, and the buyer breaks, he is liable to trouble for his neglect; and, if he draws without advising that he has so done, he may expect to have his bill returned protested. If he deviates from the orders he receives for purchasing goods, in any respect; or if, after they are bought, he sends them to a different place from that directed to, they must remain for his own account; unless the merchant, on advice, admits them. If he sells a commodity under the price ordered, he may be compelled to make good the difference; and, if on purchasing goods for another, at a price limited, the price rises, and he takes them for his own account, and sends them to another part, he will be obliged to satisfy his principal for damages.

Again, if a factor, in conformity with a merchant's orders, buys with his money or credit that which he shall be directed to purchase, and, without giving advice, sell it again to profit, appropriating the advantage to himself, the merchant may recover it from him and amerce him for the fraud.

If a merchant orders his factor to ship him a sum of money, in the current coin of a kingdom, when its exportation is prohibited, and the money is seized, the loss is the merchant's and not the factor's.

Lastly, if a factor pays the money of a merchant, without his orders, it is at his own risk; so, also, if he lends his cash without leave, although he proposes that the interest shall be for the merchant.

By the 5th Geo. II. c. 30, a factor may become bankrupt. If both factor and consigner become bankrupt, the assignees of the factor have no property in the cargo, and cannot recover from the assignees of the merchant if the latter have sold it and received the purchase money. 1 Term Rep. 783. 4 Brown

P. C. 8vo. 47.

COMMERCIAL AGENTS are persons frequently appointed to settle accounts and dispose of the effects of merchants and other persons dying or failing in foreign countries or at home. Their commission terminates with the particular business for which they were engaged, and they generally give security for the trust reposed in them. Agents are likewise appointed by colonies and particular districts, to transact the public commercial concerns of the places from which they are deputed, with the officers of the mother country to which they belong. It is their duty to preserve the commercial rights and franchises of their principals, to present petitions against any proposed measures detrimental to their interest, and regularly to correspond upon

these subjects, and to consult and advise with the merchants and others interested in the countries where they reside. Such are, at present, the agents for our West India Islands and other settlements, whose public business lies chiefly with the Board of Trade and Plantations, and the Secretary of State for the colonies. Of such, also, is the factory of Canton, corresponding with the East India company.

SUPERCARGOES are persons employed by commercial companies, or private merchants, to take charge of the cargoes they export to foreign countries, to sell them there to the best advantage, and to purchase returning cargoes of the most advantageous kind. The supercargoes generally go out and return with the ships on board of which they were embarked, and therein differ from factors, who reside abroad at the settlements of the companies for which they act. The East India company send out supercargoes only to the places where they have no factories; and sometimes the chief supercargo remains at the place of a ship's destination some time, waiting the arrival or return of other ships, and acting as factor for the company.

SHIP'S HUSBANDS. The chief employment of this class of agents is in the principal sea-ports, especially London, where they purchase the ship's stores for her voyage, procure cargoes on freight, settle the terms and obtain policies of assurance, receive the amount of freight, pay the captain, or master, his salary and disbursements, and, finally make out an account of all these transactions for his employers, the owners of ships, to whom he may be considered as a steward on land, as the officer bearing that name is on board the ship, when at sea. His general commission is two per cent. on his accounts.

A more enlarged explanation of this subject may be found in Lex Mercatoria, 6th edition, Vol. I, p. 46 to 51, to which we are indebted chiefly for the preceding abstract.

Freight, Charter Party and Demurrage.

Freight is the sum agreed on or payable for the hire of a ship or carriage of goods; but the word freight is sometimes rather improperly used to signify the cargo or loading itself. In its former and more correct sense only it will be used in the course of this treatise.

The taking of a ship to freight is the hiring her from her master or owners, either in part or in the whole, by the month,

for an entire voyage, or by the ton. The contract, when reduced into writing, is called a charter party; but it may be done by a verbal agreement only.

What a charter party is.-A charter party is the same in the civil law as an indenture at common law. It settles the terms upon which the cargo is to be carried, as the bills of lading determine the contents of the cargo; the master or owners usually binding themselves, the ship, tackle, and furniture, that they shall be delivered (dangers of the seas excepted) well conditioned, at the place of discharge agreed upon. They likewise generally covenant to provide a sufficiency of tackle and mariners, and to fit the ship in every respect for performing the voyage. The merchant or freighter, on his part, stipulates to comply with the payment promised for freight on delivery of his goods and both parties oblige themselves in penalties for non-perform

ance.

Who may make a charter party.-A charter party may be made by the master, for himself and owners: in which case, the master may release the freighter without advising with the owners. But, if the owners let out to freight the ship, whereof J. J. is master, then, though the master covenant in the same charter party, and subscribe it, his release will not bind the owners; but the owners' release will include the master.

So likewise may a factor enter into a charter party. If the ship be only freighted outwards, and loaded by the factor, the goods shipped are alone liable for the freight: and no demand can be made on the freighters by virtue of the charter party: but the consignee of the goods is to pay the freight, according to the bills of lading.

How a verbal agreement will operate.-If there be a verbal agreement only, and earnest given, and the same be broken off by the merchant, according to the Rhodian law, he loses earnest : if the master or owners repent, they forfeit double. But, by the common law of England, either of the parties damnified may bring his action upon the case, and recover all the damages of the agreement.

Freight where no agreement.-Freight will however arise, not only by the terms of a charter party or verbal agreement, but by common usage; for, when goods are sent on board generally, such freight becomes payable as is customary for the like goods in similar voyages.

Cargo answerable for the freight.-The lading of the ship is tacitly bound for the freight, which, in point of payment, is preferred before all other debts to which the goods so laden are liable, although such debts, as to the time, were precedent to the freight; for the goods remain, as it were bailed to the master for the freight, nor can they be attached in his hands. But, as the