him of a receipt in which limitations of liability are inserted will amount to no more than an ex parte proposition on the part of the carrier and the owner will not be bound by its terms; that since the box, together with the shipping order containing the shipping directions, were offered to the defendant and no mention was made in the shipping order of sending the box under a limited liability contract, it was the defendant's duty to have accepted the box on the terms stated in the shipping order which was ample notice to the defendant that the cartman's authority was in no sense discretionary, and that the agreement entered into with the cartman could not avail the carrier.

Sec. 460. (§ 267.) Powers of agents of carriers to bind them by contract.-Where carriers transact their business through agents, either general or local, it is equally competent for such agents to bind them by such contracts as the public have a right to suppose they are authorized to make from the manner in which they are employed or are seemingly intrusted by their principals; and, as most of the carrying business is now done by corporations, which can act only through the instrumentality of agents, it is necessary for the protection of those who have goods to send by them that this should be so.16

16. A shipping agent of a common carrier has general authority to make all contracts of shipment. Any undisclosed limitation upon such agent's authority will not be binding on the shipper. Only when contracts are of an unusual and extraordinary character is the shipper to put to inquiry as to the agent's authority. Such an agent, therefore, may agree to deliver the shipper's goods by a certain time, and when the shipper and the carrier through its agent agree upon a date of delivery at destination which gives the usual time to make the trip, sucn contract can

not be held unusual or extraordinary, and is within the general authority of the agent. The carrying business of the country is mostly done by corporations which act through agents, and when the contract is a reasonable one, it will be upheld in the absence of notice that the agent was without authority. Rudell v. Transit Co., 117 Mich. 568, 76 N. W. Rep. 380, 44 L. R. A. 415, citing Hutchinson on Carr.

Although an unauthorized agent may make a parol agreement for the shipment of goods, if an authorized agent later accepts the goods under such agreement with

Whenever the claim is made by the carrier that his liability has been limited by a contract, there could never be, of course, ground for disputing the authority of his agent. If the shipper has assented to such contract, whether the agent had authority or not, it could be adopted by the carrier and become valid by a subsequent ratification. Consequently, in an action against the carrier, where he defends upon the ground of contract restricting his liability, the authority of his agent to make the contract could never come in question if the sender of the goods had bound himself by an acceptance of the receipt or in any other manner which would make the contract legal and obligatory upon him. But if the agent has undertaken to impose upon the carrier obligations beyond those imposed by law, the question of his authority to do so may become a very serious one in an action to recover for a failure to perform the contract.17

Sec. 461. (§ 268.) Same subject-The English rule.—The English rule is that a mere local or station agent, as he is called, may bind the carrier to the performance of contracts beyond the scope of his legal duties. The station agent of a railway company may therefore bind it to carry beyond its own route, although notice may have been given that such railway will be responsible for the carriage only to the extent of its route; and he may bind his principal to carry within a certain time, and even that the goods shall be delivered at destination beyond the line of the road, before a particular hour.18

Sec. 462. ($269.) Same subject-Implied authority.-Unless some special reasons known to the shipper restrict the general powers of the agent, the public have a right to assume that

out objection, the carrier will be bound by it. Gulf, etc. Ry. Co. v. Jackson & Edwards,

Tex.

89 S. W. Rep. 968, reversing (Tex. Civ. App.) 86 S. W. Rep. 47. 17. See ante, § 241.

A local agent has no implied authority to bind the carrier by

à contract that goods shall be shipped in solid trains, or that each train shall be drawn by a sin. gle engine. Gulf, etc. Ry. Co. v. Jackson & Edwards, supra.

18. Wilson v. Railway Co., 18 Eng. L. & Eq. 557; Pickford r. Railway Co., 12 M. & W. 766.

the agents of carriers, whether corporations or not, and whether such agents be local or general, have the right to bind such carriers by contracts with their employers in the particular line of business in which they are employed, or are represented or held out as being employed, and within the scope of the business of their principals.19 Thus, where the defendant was the owner of a line of steamers, and the clerk of his agent, who had been in the habit of giving bills of lading, contracted that certain freight should be carried by a particular boat of the line, though not the next in order of departure, the contract was held binding, and the freight, being sent by another boat, it was

19. Rudell v. Transit Co., 117 Mich. 568, 76 N. W. Rep. 380, 44 L. R. A. 415; Trimble v. The Railroad, 57 N. Y. Supp. 437, 39 App. Div. 403; s. c. 162 N. Y. 84, 56 N. E. Rep. 532, 48 L. R. A. 115; Graves v. Steamship Co., 61 N. Y. Supp. 115, 29 Misc. 645.

An agent at a station where a carrier is soliciting freight and quoting freight charges upon ship ments has implied authority to include in a contract of affreight ment a provision for clearance of customs duties. Waldron v. The Railway, 22 Wash. 253, 60 Pac. Rep. 653, citing Hutchinson Carr.

on

Unless a shipper has notice that a station agent has no authority to do so, such agent has implied authority to agree to furnish a reasonable number of cars for live stock at a certain date. Railway Co. r. Racer, 10 Ind. App. 503, 37 N. E. Rep. 280.

A verbal contract of shipment entered into by a station agent will be binding on the carrier un less the shipper has knowledge that the agent has no authority to enter into such a contract. Rail.

way Co. v. Williams, (Tex. Civ. App.) 57 S. W. Rep. 883.

Where two railroad companies with connecting lines unite to form an association or partnership by which each is to receive freight on its own line for shipment over the other, each company is a general agent of the other, and a freight agent of one company has the same authority to make a contract binding on the other company that he has to make a contract binding on his im mediate principal. A shipper, therefore, has a right to rely upon this apparent authority, and is not chargeable with notice of special limitations upon an agent's authority to contract for the rates over the line of the other com pany. Southern Pac. Co. v. Duncan, 16 Ky. Law Rep. 119. But a carrier's agent in a foreign state whose duty it is to solicit freight business has no general authority to make rates or to deviate in a particular instance from the terms set out in circulars sent by the carrier to shippers. Lienkauf v. Lombard, Ayres & Co., 42 N. Y. Supp. 391, 12 App. Div. 302.

held that the carrier took all the risks of its loss, although the designated vessel may have been withdrawn in the meantime from the route.20 So a clerk of a carrier authorized to receive goods for transportation has implied power to agree that certain instructions as to their delivery shall go with the goods, and the carrier is liable for a loss occasioned by a failure to do so.21 A local custom not to make such contracts cannot affect the rights of the shipper, to whom the custom was unknown.22 So such a clerk i. e., a station agent, has implied authority to agree that a person going in charge of animals may ride in the stockcar.23 And it has been held in this country that the station agent of a railroad company may bind the company to deliver beyond the terminus of its route and within a fixed time.24 So in Deming v. The Railroad,25 where the owner of the goods had contracted to deliver them by a certain time, and the station agent of the railroad, aware of that fact, had contracted on behalf of the road that they should be so delivered, the road was held bound for the damages for the non-delivery within the time. But it has also been held in another case that such agent for a railway has no power to bind his company by a contract to forward freight by a passenger train.26 It has been held also that where the company had furnished blank receipts to its agent which bound the company to transport freight only to points upon its own route or to its terminus, a receipt given by such agents, so altered as to make it a contract by the company to carry beyond its route, was not obligatory upon it, the agent having no power to enter into such contract to perform a duty not enjoined by law and not assumed by notice to the public or in any other authorized manner. And it was said that the English authorities upon the question were of no weight in

20. Goddard v. Mallory, 52 Barb. 87; Goodrich v. Thompson, 44 N. Y. 324.

21. Hutchings v. Ladd, 16 Mich.

493.

22. Hutchings r. Ladd, supra. 23. Lawson v. The Railroad, 64 Wis. 447.

24. Strohn v. The Railroad, 23 Wis. 126; Hanson v. The Railroad, 73 Wis. 646.

25. 48 N. H. 455.

26. Elkins v. The Railroad, 3 Foster, 275.

those states which had refused to follow the rule which prevails there, of putting the responsibility of the carriage throughout to destination upon the receiving carrier, independently of contract.27 And where the defendant railroad was one of a number of roads which had associated to carry through freight under the name of the "White Line," the receipt of an agent of the association for freight received at an intermediate station was held not to bind the defendant company, as such agent could only bind a member of the line when he contracted about business in which the particular member was interested and bound to assist in performing; and as defendant was not bound as a member of the line to assist in the transportation of freight taken up at an intermediate station, the contract made by the agent was held to be unauthorized.28

Sec. 463. (§ 270.) What will be construed as a contract exempting from liability for negligence-Language must be clear. No contract, however, exempting the carrier from liability for losses or damage occurring from negligence will be implied from doubtful language. To have this effect where allowable at all, the contract must so clearly and explicitly include fiability for the consequences of negligence as to leave no doubt of its meaning and intent.29 The contract must operate according to its terms; but when doubtful terms are employed, the general rule binding common carriers to a stringent liability will determine the construction, because when the carrier insists that an exception has been created in his favor, the burden of

27. Burroughs v. Railroad, 100 Mass. 26. See also, Grover & Baker Co. v. Railway Co., 70 Mo. 672; White v. Railroad Co., 19 Mo. App. 400; Turner v. Railroad Co., 20 Mo. App. 632; Crouch v. Railroad Co., 42 Mo. App. 248; Patterson v. Rail. road Co., 47 Mo. App. 570; s. c. 56 Mo. App. 657; Minter v. Railroad Co., 56 Mo. App. 282.

29. Nicholas v. Railroad Co., 89 N. Y. 370; Mynard v. Railroad Co., 71 N. Y. 180; Holsapple v. Railroad Co., 86 N. Y. 275; Canfield r. Railroad Co., 93 N. Y. 532; Adams Ex. Co. v. Carnahan, 29 Ind. App. 606, 63 N. E. Rep. 245, 64 N. E. Rep. 647, 94 Am. St. Rép. 279; citing Hutchinson on Carr.; Price v. Union Lighterage Co., 1

28. Irwin v. The Railroad, 59 N. K. B. (1904) 412, 73 L. J. K. B.

Y. 653.

222, 20 T. L. R. 177.