
    NOVEMBER TERM, 1844.
    The Planters Bank v. John Cameron, et al.
    In the ease of, a special agent, who is one constituted for a particular purpose, and under a limited authority, his principal is not bound if he exceed that authority.
    The acts of a general agent, or one whom a man puts in his place to transact all of his business of a particular kind, or at a particular place, will bind his principal, so long as he keeps within the general scope of his authority, though he may act contrary to his private instructions.
    This was an action of assumpsit, brought in the Circuit Court of Adams county, by the President, Directors and Company of the Planters Bank of the State of Mississippi, against Eli Montgomery and Philopcemen L. Mitchell, copartners, trading under the name and style of Montgomery & Mitchell, John Cameron and John Montgomery. The declaration was in the usual form, and was founded on two promissory notes, drawn by Montgomery & Mitchell, and John Cameron and John Montgomery, by Eli Montgomery, their attorney. The first note was dated the 13th January, 1838, and payable twelve months after date, for $1667 ; and the second was dated the 11th day of September, 1838, payable thirteen months after date, for $2104. Montgomery & Mitchell, and John Montgomery, pleaded the general issue. John Cameron filed two pleas, non assumpsit, and that he did not make or execute the notes, or either of them, in the declaration mentioned. Both pleas were sworn to ; and in the affidavit verifying the truth of his pleas, he set out the power of attorney under which Eli Montgomery signed his name to the notes sued on. The power of attorney is spread out in the opinion of the Court. The jury found a verdict against Montgomery & Mitchell and John Montgomery, and the following special verdict against John Cameron, to wit: “ And as to the issues with said Cameron, we find that on the 13th day of January, 1838, the plaintiffs discounted the note sued on for $1667, payable thirteen months after date : and also on the 11th day of September, 183S, they discounted the note for $2104, payable three months after date ; that both notes were discounted for the benefit of Montgomery & Mitchell, and said Cameron and John Montgomery were only securities, which was known to the plaintiffs ; and the discounting of said notes was not known to said Cameron ; that at the time said notes were made and discounted, said Eli Montgomery, who signed said notes as attorney for John Cameron and John Montgomery, had no other authority or power of attorney to sign said names than that contained in the power of attorney, a copy of which is contained in the affidavit of John Cameron, which accompanies his pleas. Now if the law be in favor of the plaintiffs, we find the issues for the plaintiffs against said Cameron, and assess the plaintiffs’ damages to $3884.16 ; and if the law be in favor of said John Cameron, then we find the issues for said Cameron.” Upon this special verdict the plaintiffs moved the Court for judgment; but the Court overruled their motion, and gave judgment in favor of the defendant, Cameron ; and from that judgment the plaintiffs now prosecute this writ of error.
    
      Montgomery and Boyd, for plaintiffs in error.
    
      Quitman and McMurran, for defendant in error.
    The question presented in this case for the consideration of the Court is, whether the power of attorney executed by John Montgomery and John Cameron to Eli Montgomery, set forth in the record, authorized the latter to subscribe their names as securities for Montgomery & Mitchell, on the two notes sued on, and discounted by the bank for Montgomery & Mitchell, the hank knowing that the discount was made-exclusively for Montgomery & Mitchell, and relying solely on the power of attorney, and Judge Cameron neither knowing nor being informed of the act.
    The true construction of the power of attorney determines the whole controversy.
    The power authorizes Eli Montgomery to transact for the constituents,, John Cameron and John Montgomery, and in their name and behalf, certain concerns with the Planters Bank, specifying them, and then using this expression, “ and to do and perform all such other acts as may be necessary in transacting our business with the said institution ;” finally, empowering the institution to receive our signature, as aforesaid, &c., and then proceeding to provide against the effect of a revocation by death or otherwise.
    Now what is the obvious meaning of this instrument ? what the intention of the parties in executing it ? Is it anything more than an authority to Eli Montgomery to transact the business, the joint business alone, of John Montgomery and John Cameron, in the Planters Bank ? Can it be construed to have any reference to the business of the attorney, Eli Montgomery, still less to that of Montgomery & Mitchell ? If it can, then it will extend to the business of every man, to whom the attorney in the plenitude of his power may chose to extend it, in the Planters Bank. All the attorney would have to do, would be to put the names of these constituents upon any paper he chose, without their knowledge or consent, and they would be forever estopped, although their names might thus be used for millions ; and thus a limited power, plainly expressed upon its face to be for a specific purpose, namely, the business of the constituents in and with the Planters Bank, would be construed into a universal power. This would be in the face of all authority to be found in the books, as well as of justice.
    Upon the nature, character, and extent of powers of attorney, generally, and their construction, see 6th chapter of Story on Agency, page 58, particularly pages 62, 63, 64, sec. 66, 67, &c.
    Powers of attorney are ordinarily subjected to a strict construction, according to Story, “ and are never interpreted to authorize acts not obviously within the scope of the particular matter to which they refer.” In this instance, the particular matter is “ our business,” the business of the constituents, and of none other. Story on Agency, 66, 69, &c. ; 1 Taunt. Rep. 349, 350; 7 Barn. & Cress. 278, or 14 Com. Law Rep. 42 (Jlhoood v. JWunnings), and the case of Fox v. Fisk, in Howard’s Reports, decided by this Court.
    So, even where a general discretion' is vested in the agent, it is not to be deemed unlimited. “ It must be exercised in a reasonable manner, and cannot be resorted to in order to justify acts which the principal could not be presumed to intend.” Story on Agency,' 77, sec. 83.
    
      Apply these rules and principles to the present case, and there is no ground upon which to render Judge Cameron liable for these acts of Eli Montgomery. He is just as much bound without the power as with it, and the justice of the claim of the bank, under the circumstances, would be about the same either way.
   Mr. Justice Clayton

delivered the opinion of the Court.

This was an action of assumpsit brought upon two promissory notes, amounting to nearly $4000, executed to the Planters Bank, by several of the defendants. The only question is, as to the liability of John Cameron, who putin a plea of special non assumpsit, under oath. His name was signed to the notes by Eli Montgomery, under a power of attorney, and the extent of authority conferred by the power, is the single point in issue. To the proper understanding of the case, it will be necessary to set out most of the letter of attorney. It was the joint power of John Montgomery and John Cameron to Eli Montgomery, and made him their attorney “ to transact the following concerns in and with the Planters Bank of the State of Mississippi, viz. to sell and transfer any stock standing, or which may hereafter stand in our name on the books of said institution ; to receive and sign receipts for all dividends now due, or which may grow due on said stock. To deposit money in the said institution, and draw checks in our name. To lodge promissory notes, bills of exchange, and other obligations for collection, and to withdraw the same at discretion. To borrow money, and to contract with said institution in our name, whether on promissory notes, bills of exchange or obligations drawn in our favor, or drawn in favor of any other person or persons, without limit as to amount; and to receive and acknowledge notices of protest of all or any bills of exchange, drafts or promissory notes, and to do or perform all such other acts as may be necessary in transacting our business with said institution : finally, empowering the institution as aforesaid to receive said attorney’s signature for us on all bills of exchange or drafts, as drawer, indorser or acceptor, and on all promissory notes, or other obligations, as maker or indorser.”

The jury found a special verdict in the case, and stated that the two notes were discounted for the benefit of Montgomery & Mitchell, and that Cameron and John Montgomery were only securities, which fact was known to the plaintiffs, and the discounting of the notes was not known to said Cameron.

In the case of a special agent, “ who is one constituted for a particular purpose, and under a limited authority, his principal is not bound, if he exceed that authority.” “ The acts of a general agent, or one whom a man puts in his place to transact all of his business of a particular kind, or at a particular place, will bind his principal, so long as he keeps within the general scope of his authority, though he may act contrary to his private instructions.” 2 Kent, 620.

The agency in this case was of the latter description. The power of attorney is very broad and comprehensive in its terms, but must still be subject to the limitation, that the act performed under it should have reference to the purpose for which the power was given. When we look to its scope and object, we find that it was to give the agent unlimited authority in transacting the business of the grantors of the power with the bank. For every purpose connected with their own business with the bank, it is fair to hold that the attorney had the most ample and unrestricted power to bind them. Every act of the agent tending to that object, and having that end in view, we should hold to be obligatory upon them. But the power to sign their .name as sureties to a note, to be discounted for another person, is not expressly given, neither was it necessary to carry into effect any power which was granted. This principle is well illustrated by the law of partnership. Each party is the general agent of the firm in regard to matters falling within the scope and purpose for which the partnership was formed. Within such limit the act of one is the act of all. Yet no one partner can bind the firm by the guaranty of the debt of a third person, or by giving the copartnership name as surety, without the authority or consent of the firm. 3 Kent, 46, 47.

The knowledge of the bank that the money was not for Montgomery or Cameron, and that their names were, used as sureties, without their consent, is not an immaterial circumstance.

Upon the whole case, the judgment rendered on the special verdict in favor of the defendants in error, is in our view correct, and it is therefore affirmed.  