Is continuous, and concerned with a business made up of a

long series of transactions of a like nature, of the same

general character, it will be held that knowledge acquired as

agent in that business in any one or more of the transactions,

making up from time to time the whole business of the prin-

cipal, is notice to the agent and to the principal, which

will affect the latter in any other of those transactions in

which that agent is engaged, in which that knowledge is

material." ^

В§ 144. Notice acquired before agency begins.

There are two views as to the effect of notice acquired by

the agent before the agency begins. It is believed that notice

acquired by the agent in a prior disconnected agency for the

same principal is to be treated as notice acquired before the

agency begins.

(1) The first view is that the principal is never to be

charged with notice of any fact learned by the agent before

the agency begins. This .rests upon the notion that the

1 Cragie v. Hadlev, 99 N. Y. 131, 134.

2 Ilolden V. New York and Erie Bank, 72 N. Y. 286, 292.

NOTICE TO AGENT. 189

identity of the principal and agent exists only during, tbe

time the agency exists. " The true reason of the limitation

is a technical one, tliat it is only during the agency that the

agent represents, and stands in the shoes of his principal.

Notice to him then is notice to his principal. Notice to him

twenty-four hours hefore the relation commenced is no more

notice than twenty-four hours after it had ceased would be." ^

(2) The second view is that notice acquired by an agent be-

fore the agency begins is notice to the pvluclpsd, provided that

the fact is present in the mind of the agent at the time of the

transaction as to which the notice is invoked, and provided

that the agent is at liberty to disclose it.^ The qualifications

to the rule are important. It must be shown that the agent

remembered the fact in question — had it present in his mind

— at the time he was acting for the principal ; in the absence

of such proof the knowledge will not be imputed to the prin-

cipal.3 Some cases hold that " if the agent acquires his infor-

mation so recently as to make it incredible that he should

have forgotten it, his principal will be bound." ^ It must also

appear that he was at liberty to disclose it, tliat is, that he

"would not be violating his duty to another principal in so

doing.^ And it appears that the burden is upon the one alleg-

ing the notice to establish these facts.^

В§ 145. General qualifications.

There are two general qualifications which must be con-

sidered in connection with the general rule of notice.

. (1) The fact constituting the notice must have a material

1 Houseman v. Girard, &c. Ass'n, 81 Pa. St. 256, 262; McCorniick v.

Joseph, 83 Ala. 401 ; Satterfield v. Malone, 35 Fed. Rep. (Penn. Circuit)

445.

2 The Distilled Spirits, 11 Wall. (U. S.) 356; Fairfield Savings Bank

V. Chase, 72 Me. 226; Lebanon Savings Bank v. Hollenbeck, 29 Minn.

322; Burton v. Periy, 146 111. 71 ; Shafer v. Phoenix Ins. Co., 53 Wis. 361;

Dresser v. Norwood, 17 C. B. n. s. 466.

В» Constant v. University of Rochester, 111 N. Y. 604.

* Brothers v. Bank, 84 Wis. 381, 395.

^ Constant v. University, supra.

6 Ibid.

190 PRINCIPAL AND THIRL) PAUTY.

bearing upon the subject-matter within the scope of the

agency. It is not enough that it has a material bearing upon

the subject-matter outside the scope of the agency. An agent

may be given only a very limited and special power over tlic

subject-matter, and the fact in question may have no bearing

upon the exercise of that power. In that case the knowledge

of the agent would not be imputed to the i)rincipal. '"The

knowledge or notice must come to an agent who has authority

to deal in rcfei'cnce to those matters which the knowledge or

notice affects. The facts of which the agent had notice must

be within the scope of the agency, so that it becomes his duty

to act upon them or communicate them to his principal. As