A ratification is not binding, and may be rescinded, if made without full knowledge of the facts: See post, sec. 2314. Ratification of part: See post, sec. 2311. § 2311. Ratification of part of a transaction. Ratification of part of an indivisible transaction is a ratification of the whole. En. March 21, 1872. Cal.Rep.Cit. 113, 231; 113, 236. § 2312. When ratification void. A ratification is not valid unless, at the time of ratifying the act done, the principal has power to confer authority for such an act. En. March 21, 1872. Cal.Rep.Cit. 63, 142; 106, 600; 107, 41. § 2313. Ratification not to work injury to third persons. No unauthorized act can be made valid, retroactively, to the prejudice of third persons, without their consent. En. March 21, 1872. Cal.Rep.Cit. 88, 281; 106, 600; 107, 41. § 2314. Rescission of ratification. A ratification may be rescinded when made without such consent as is required in a contract, or with an imperfect knowledge of the material facts of the transaction ratified, but not otherwise. En. March 21, 1872. Cal.Rep.Cit. 63, 142; 113, 237; 113, 238. § 2315. Measure of agent's authority. An agent has such authority as the principal, actually or ostensibly, confers upon him. En. March 21, 1872. Cal.Rep.Cit. 66, 64; 68, 162; 77, 453. See infra, secs. 2317-2319, 2334; ante, sec. 2300. § 2316. Actual authority, what. Actual authority is such as a principal intentionally confers upon the agent, or intentionally, or by want of ordinary care, allows the agent to believe himself to possess. En. March 21, 1872. Cal.Rep.Cit. 66, 64. § 2317. Ostensible authority, what. Ostensible authority is such as a principal, intentionally or by want of ordinary care, causes or allows a third person to believe the agent to possess. En. March 21, 1872. Cal.Rep.Cit. 66, 64; 66, 461; 82, 5; 87, 528; 95, 14; 108, 230; 113, 123; 137, 100. Ostensible agent defined: Sec. 2300. Estoppel from a subsequent ratification: See ante, secs. 2307, 2310, 2312-2314. § 2318. Agent's authority as to persons having notice of restrictions upon it. Every agent has actually such authority as is defined by this title, unless specially deprived thereof by his principal, and has even then such authority ostensibly, except as to persons who have actual or constructive notice of the restriction upon his authority. En. March 21, 1872. Cal. Rep.Cit. 114, 399;137, 100. § 2319. Agent's necessary authority. An agent has authority: 1. To do everything necessary or proper and usual, in the ordinary course of business, for effecting the purpose of his agency; and, 2. To make a representation respecting any matter of fact, not including the terms of his authority, but upon which his right to use his authority depends, and the truth of which cannot be determined by the use of reasonable diligence on the part of the person to whom the represen tation is made. En. March 21, 1872. Cal. Rep. Cit. 55, 424; 61, 341; 68, 162; 75, 162; 87, 529; 95, 12. Subd. 2-130, 104; 137, 100. § 2320. Agent's power to disobey instructions. An agent has power to disobey instructions in dealing with the subject of the agency, in cases where it is clearly for the interest of his principal that he should do so, and there is not time to communicate with the principal. En. March 21, 1872. Cal.Rep.Cit. 70, 453. § 2321. Authority to be construed by its specific rather than by its general terms. When an authority is given partly in general and partly in specific terms, the general authority gives no higher powers than those specifically mentioned. En. March 21, 1872. § 2322. Exceptions to general authority. An authority expressed in general terms, however broad, does not authorize an agent: 1. To act in his own name, unless it is the usual course of business to do so; 2. To define the scope of his agency; or, 3. To do any act which a trustee is forbidden to do by article II, chapter I, of the last title. En. March 21, 1872. Cal.Rep.Cit. 81, 319; 84, 314; 92, 112; 121, 328; 123, 383. Defining scope of agency: See ante, sec. 2319, subd. 2. Obligation of trustees: Ante, secs. 2228-2239. § 2323. What included in authority to sell personal property. An authority to sell personal property includes authority to warrant the title of the principal, and the quality and quantity of the property. En. March 21, 1872. Auctioneers, warranty by: See post, sec. 2362, subd. 3. § 2324. What included in authority to sell real property. An authority to sell and convey real property includes authority to give the usual covenants of warranty. En. March 21, 1872. § 2325. Authority of general agent to receive price of property. A general agent to sell, who is intrusted by the principal with the possession of the thing sold, has authority to receive the price. En. March 21, 1872. Cal.Rep.Cit. 125, 614. Agent to collect: Ante, sec. 2021. § 2326. Authority of special agent to receive price. A special agent to sell has authority to receive the price on delivery of the thing sold, but not afterwards. En. March 21, 1872. ARTICLE III. MUTUAL OBLIGATIONS OF PRINCIPALS AND THIRD PERSONS. Principal, how affected by acts of agent within the scope of his authority. § 2330. § 2331. § 2332. § 2333. § 2334. § 2335. § 2336. § 2337. § 2338. § 2339. Principal, when bound by incomplete execution of authority. Obligation of principal when agent exceeds his authority. Rights of person who deals with agent without knowledge Instrument intended to bind principal does bind him. § 2330. Principal, how affected by acts of agent within the scope of his authority. An agent represents his principal for all purposes within the scope of his actual or ostensible authority, and all the rights and liabilities which would accrue to the agent from transactions within such limit, if they had been entered into on his own account, accrue to the principal. En. March 21, 1872. Cal. Rep.Cit. 117, 422; 118, 321; 131, 7. § 2331. Principal, when bound by incomplete execution of authority. A principal is bound by an incomplete execution of an authority, when it is consistent with the whole purpose and scope thereof, but not otherwise. En. March 21, 1872. § 2332. Notice to agent, when notice to principal. As against a principal, both principal and agent are deemed to have notice of whatever either has notice of, and ought, in good faith, and the exercise of ordinary care and diligence, to communicate to the other. En. March 21, 1872. Cal.Rep.Cit. 103, 629. § 2333. Obligation of principal when agent exceeds his authority. When an agent exceeds his authority, his principal is bound by his authorized acts so far only as they can be plainly separated from those which are un authorized. En. March 21, 1872. § 2334. For acts done under a merely ostensible authority. A principal is bound by acts of his agent, under a merely ostensible authority, to those persons only who have in good faith, and without ordinary negligence, incurred a liability or parted with value, upon the faith thereof. En. March 21, 1872. Cal. Rep.Cit. 117, 422; 130, 269. Ostensible authority: See ante, sec. 2317. § 2335. When exclusive credit is given to agent. If exclusive credit is given to an agent by the person dealing with him, his principal is exonerated by payment or other satisfaction made by him to his agent in good faith, before receiving notice of the creditor's election to hold him responsible. En. March 21, 1872. § 2336. Rights of person who deals with agent without knowledge of agency. One who deals with an agent without knowing or having reason to believe that the agent acts as such in the transaction, may set off against any claim of the principal arising out of the same, all claims which he might have set off against the agent before notice of the agency. En. March 21, 1872. § 2337. Instrument intended to bind principal does bind him. An instrument within the scope of his authority, by which an agent intends to bind his principal, does bind him if such intent is plainly inferable from the instrument itself. En. March 21, 1872. § 2338. Principal's responsibility for agent's negligence or omission. Unless required by or under the authority of law to employ that particular agent, a principal is responsible to third persons for the negligence of his agent in the transaction of the business of the agency, including wrongful acts committed by such agent in and as a part of the transaction of such business, and for his willful omission to fulfill the obligations of the principal. En. March 21, 1872. Cal.Rep.Cit. 52, 289; 118, 321; 119, 650; 138, 476; 138, 478. See sec. 2384, post. § 2339. Principal's responsibility for wrongs willfully committed by the agent. A principal is responsible for no other wrongs committed by his agent than those mentioned |