2020 Georgia Code
Title 10 - Commerce and Trade
Chapter 6 - Agency
Article 3 - Rights and Liabilities of Principal to Third Persons
§ 10-6-51. Principal Bound by Acts Within Scope of Authority; No Right to Ratify in Part

The principal shall be bound by all the acts of his agent within the scope of his authority; if the agent shall exceed his authority, the principal may not ratify in part and repudiate in part; he shall adopt either the whole or none.

(Orig. Code 1863, § 2172; Code 1868, § 2168; Code 1873, § 2194; Code 1882, § 2194; Civil Code 1895, § 3021; Civil Code 1910, § 3593; Code 1933, § 4-302.)

- For note discussing governmental immunity from tort liability in Georgia, see 5 Ga. St. B. J. 494 (1969).

ANALYSIS

• General Consideration
• When Principal Bound

Section amplifies § 10-6-56. - Former Code 1933, § 4-302 (see now O.C.G.A. § 10-6-51), providing that the principal shall be bound by all the acts of the principal's agent within the scope of the principal's authority, was a mere amplification of former Code 1933, § 4-307 (see now O.C.G.A. § 10-6-56), and the same was true of former Code 1933, § 4-315 (see now O.C.G.A. § 10-6-64), insofar as it referred to scope of authority. Grant v. Hart, 197 Ga. 662, 30 S.E.2d 271 (1944).

- Agent's authority generally includes authority to do everything necessary for accomplishment of main objective. Maggioni v. L.P. Maggioni & Co., 159 Ga. App. 463, 283 S.E.2d 682 (1981).

- One way of alleging agency so as to bind the principal for the acts of the agent is to allege that the act was committed by the agent as agent for the principal and within the scope of the agent's employment. Harris v. Barnes, 100 Ga. App. 412, 111 S.E.2d 147 (1959).

Since the plaintiff's pleading failed to show that the alleged agent of the defendant bank was a general agent, or that the agent was a special agent with authority to bind the bank, but showed that the sheriff had dealt with the person as an agent of the bank, the pleading failed to show that the person had any power or authority to enter into any contract binding the defendant in the manner alleged. First Joint Stock Land Bank v. Pitts, 48 Ga. App. 805, 173 S.E. 732 (1934).

- Since the alleged acts of a finance company regarding an automobile sale contract included their acceptance of the benefits in the form of a note, conditional sale contract, payments on the note, and the insurance premium, this indicated a ratification of the agreement made by the president of the automobile dealership that assigned the contract to the finance company that credit life insurance would be procured, and showed such part performance on the part of the conditional buyer as to estop the finance company from attacking the agreement as oral and in conflict with any written provisions. In this situation, there appeared to be no conflict present, but rather an explanation of any ambiguity and a showing as to what constituted the entire contract. Consumers Fin. Corp. v. Lamb, 217 Ga. 359, 122 S.E.2d 101 (1961).

- Since the plaintiff alleged that a certain individual was the agent of defendant company, and the answer admitted it, and no amendment was made striking that part of the answer, and the trial proceeded on the only issue left, to wit, whether the defendant had complied with the defendant's contract, this admission was binding on defendant notwithstanding testimony admitted without objection that the individual bought an option on the property and transferred the option to the defendant. Wofford Oil Co. v. Story, 52 Ga. App. 496, 183 S.E. 840 (1936).

Agency cannot be proved by evidence of mere declarations of the alleged agent. Wofford Oil Co. v. Story, 52 Ga. App. 496, 183 S.E. 840 (1936).

- When accompanied by other evidence as to the conduct of the person in the character of agent and acceptance by the alleged principal of the fruits of the agency, declarations of the alleged agent are admissible in evidence. Wofford Oil Co. v. Story, 52 Ga. App. 496, 183 S.E. 840 (1936).

- Act of fire insurance agents in waiving the necessity of filing proof of loss would be the act or conduct of the defendant, and accordingly the court did not err in admitting in evidence testimony of certain witnesses, over objection of the defendant, as to the acts and conduct of such agents, for the purpose of showing waiver of proof of loss. Concordia Fire Ins. Co. v. Hardman, 63 Ga. App. 320, 11 S.E.2d 79 (1940).

- Fact that one or more employees were acting within the scope of their employment was a fact to be proved on the trial by competent evidence, if the same was not admitted by the defendants in their answer, and could be proved either by showing specific authority or it might be inferred from all of the facts and circumstances of the case. Duchess Chenilles, Inc. v. Masters, 84 Ga. App. 822, 67 S.E.2d 600 (1951).

- Court did not err in admitting the contract in evidence since the jury was authorized to infer that the contract was signed by an agent held out by a partnership as having authority or ratified by the conduct of a partner during the existence of the partnership. Hardin v. Atlanta Gas Light Co., 71 Ga. App. 63, 30 S.E.2d 121 (1944).

Cited in Germain Co. v. Bank of Camden County, 14 Ga. App. 88, 80 S.E. 302 (1913); Harms v. Entelman, 21 Ga. App. 295, 94 S.E. 276 (1917); Central of Ga. Ry. v. Dabney, 44 Ga. App. 143, 160 S.E. 818 (1931); Equitable Bldg. & Loan Ass'n v. Brady, 175 Ga. 43, 164 S.E. 674 (1932); Star Furn. Co. v. Dubberly, 46 Ga. App. 178, 167 S.E. 207 (1932); Mathews v. Fort Valley Cotton Mills, 179 Ga. 580, 176 S.E. 505 (1934); Gibbs v. Carolina Portland Cement Co., 50 Ga. App. 229, 177 S.E. 760 (1934); Ellison v. Franklin, 181 Ga. 205, 181 S.E. 583 (1935); American Ins. Co. v. Hattaway, 194 Ga. 15, 20 S.E.2d 406 (1942); Meeks v. Taylor, 138 F.2d 458 (5th Cir. 1943); Meeks v. Adams La. Co., 49 F. Supp. 489 (S.D. Ga. 1943); Atlanta Laundries, Inc. v. Goldberg, 71 Ga. App. 130, 30 S.E.2d 349 (1944); Barron v. Chamblee, 199 Ga. 591, 34 S.E.2d 828 (1945); Puckett v. Reese, 203 Ga. 716, 48 S.E.2d 297 (1948); McDilda v. State, 85 Ga. App. 348, 69 S.E.2d 627 (1952); Moultrie Nat'l Bank v. Travelers Indem. Co., 181 F. Supp. 444 (M.D. Ga. 1959); Owens v. White, 103 Ga. App. 459, 119 S.E.2d 581 (1961); Cheeley v. Wilcher, 106 Ga. App. 680, 127 S.E.2d 844 (1962); Aetna Cas. & Sur. Co. v. Brooks, 218 Ga. 593, 129 S.E.2d 798 (1963); Higgins v. D & F Elec. Co., 110 Ga. App. 790, 140 S.E.2d 99 (1964); Mitchell v. Gay, 111 Ga. App. 867, 143 S.E.2d 568 (1965); Sasser v. Coastal States Life Ins. Co., 113 Ga. App. 17, 147 S.E.2d 5 (1966); Gay v. AMOCO, 115 Ga. App. 18, 153 S.E.2d 612 (1967); Builders Homes of Ga., Inc. v. Wallace Pump & Supply Co., 128 Ga. App. 779, 197 S.E.2d 839 (1973); Lewis v. Citizens & S. Nat'l Bank, 139 Ga. App. 855, 229 S.E.2d 765 (1976); Ferguson v. Bishop, 150 Ga. App. 469, 258 S.E.2d 143 (1979); Collins v. Levine, 156 Ga. App. 502, 274 S.E.2d 841 (1980); Maloy v. Ewing, 157 Ga. App. 95, 276 S.E.2d 145 (1981); Wallace v. Lessard, 248 Ga. 575, 285 S.E.2d 14 (1981); National Carloading Corp. v. Security Van Lines, 164 Ga. App. 850, 297 S.E.2d 740 (1982); Hutchens v. State, 174 Ga. App. 507, 330 S.E.2d 436 (1985); Holcomb v. Evans, 176 Ga. App. 654, 337 S.E.2d 435 (1985); Gymco Constr. Co. v. Architectural Glass & Windows, Inc., 884 F.2d 1362 (11th Cir. 1989); Lipsey Motors v. Karp Motors, Inc., 194 Ga. App. 15, 389 S.E.2d 537 (1989); Caribbean Lumber Co. v. Anderson, 205 Ga. App. 415, 422 S.E.2d 267 (1992); Pioneer Concrete Pumping Serv., Inc. v. T & B Scottdale Contractors, 218 Ga. App. 596, 462 S.E.2d 627 (1995); Brannen/Goddard Co. v. Collin Equities, Inc., 227 Ga. App. 352, 489 S.E.2d 106 (1997); McDaniel v. Hensons', Inc., 229 Ga. App. 213, 493 S.E.2d 529 (1997); Patriot Gen. Ins. Co. v. Millis, 233 Ga. App. 867, 506 S.E.2d 145 (1998); Triad Health Mgmt. of Ga., III, LLC v. Johnson, 298 Ga. App. 204, 679 S.E.2d 785 (2009); Sherman v. Atlanta Indep. Sch. Sys., 293 Ga. 268, 744 S.E.2d 26 (2013).

When Principal Bound

1. Generally

- What an agent does in the line of duty devolved upon the agent by the agent's superior will make the latter responsible, under this section and § 10-6-60. Maddox & Rucker v. Cunningham, 68 Ga. 431, 45 Am. R. 500 (1882).

Principal is bound by the authorized acts of the principal's agent as effectively as if the principal had been present and personally committed the act. Ford Motor Co. v. Abercrombie, 207 Ga. 464, 62 S.E.2d 209 (1950).

- If an owner of property employs a partnership as the owner's agent to sell the property, the owner will be bound by the acts and representations of each of the partners within the real or apparent scope of the agency, although the owner may have dealt with the partnership through one of the partners only. Lancaster v. Neal, 41 Ga. App. 721, 154 S.E. 386 (1930).

- If in the body or on the face of the instrument the agency is distinctly specified and the principal indicated, and the contract is substantially in the name of such principal, the latter, and not the agent, will be regarded as the maker of the instrument, though the instrument is signed by the agent only, provided, of course, the agent has authority to bind the principal. McRitchie v. Atlanta Trust Co., 170 Ga. 296, 152 S.E. 834 (1930).

- Since the relationship of master and servant existed between an owner and builder, the master became liable for the acts of the servant as the master's agent within the scope of the agent's employment and therefore was subject to a personal judgment, and the master's property was subject to liens for the labor and materials which had been furnished to the master through such servant and of which the master had received the benefit. Christian v. Bremer, 199 Ga. 285, 34 S.E.2d 40 (1945).

Members of a union are chargeable with the act of the officers of the union in allowing a strike in another plant since the officers were clearly acting within the scope of their authority as defined by the union's constitution. Ford Motor Co. v. Abercrombie, 207 Ga. 464, 62 S.E.2d 209 (1950).

- Authorized acts of the agent are binding upon the principal, although the principal has no knowledge thereof. Grant v. Hart, 197 Ga. 662, 30 S.E.2d 271 (1944).

Principal is bound when the agent lacks express authority but is possessed of apparent authority. Home Materials, Inc. v. Auto Owners Ins. Co., 250 Ga. 599, 300 S.E.2d 139 (1983).

- If agent has certain authority from principal by reason of principal's conduct and course of dealing as well as express agency contract, and thus induces another to deal with the principal's agent as such, the agent's principal is estopped to deny that the agent has such authority which, as reasonably appears or is deducible from the conduct of the parties (principal and agent), agent apparently has. Hutsell v. U.S. Life Title Ins. Co., 157 Ga. App. 845, 278 S.E.2d 730 (1981).

Estoppel is worked against the principal to deny authority if it appears that the third party dealt with the agent in reliance upon the authority apparently conferred upon the agent by the principal. Home Materials, Inc. v. Auto Owners Ins. Co., 250 Ga. 599, 300 S.E.2d 139 (1983).

- Insurer may not clothe an agent with apparent authority to enter into an insurance contract and then escape the usual effects of estoppel because the agent is also the agent of the insured party. Home Materials, Inc. v. Auto Owners Ins. Co., 250 Ga. 599, 300 S.E.2d 139 (1983).

Principal is responsible for the torts of the principal's agent when the agent is acting on behalf of the principal. DeDaviess v. U-Haul Co., 154 Ga. App. 124, 267 S.E.2d 633 (1980).

Agent's absconding with an appearance bond fee did not affect the validity of the bond, and forfeiture was authorized when the principal failed to appear. C & F Bonding Co. v. State, 224 Ga. App. 188, 480 S.E.2d 240 (1997).

- Sheriff, being liable, under a former statute, to the plaintiff in a trover action for the sheriff's failure to take a good replevy bond, could maintain an action against the principal of the agent who committed a fraud upon the sheriff in procuring the sheriff's acceptance of the replevy bond and in obtaining from the sheriff, to be turned over to the sheriff's principal, the property seized in the trover action. First Joint Stock Land Bank v. Pitts, 48 Ga. App. 805, 173 S.E. 732 (1934).

- Under statutes positively forbidding certain acts irrespective of the motive or intent of the actor, a principal or master may be criminally liable for the principal's agent's or employee's act done within the scope of the agent's employment. Lunsford v. State, 72 Ga. App. 700, 34 S.E.2d 731 (1945).

- Principal is only bound for the acts of the agent within the scope of the agent's authority. Baldwin Fertilizer Co. v. Thompson & McAlister, 106 Ga. 480, 32 S.E. 591 (1899).

General agent may bind the agent's principal by any act within the scope of the agent's authority; the agent may do all acts proper for the accomplishment of the end or such as are usual in matters of this kind, but the agent cannot bind the principal by an act outside of the object of the agent's appointment. First Nat'l Bank v. Charles Nelson & Co., 38 Ga. 391, 95 Am. Dec. 400 (1868).

Fact that the insured sent in a late payment after an agent allegedly told the insured that the insurer would provide retroactive coverage was of no issue; the late payment did not necessarily evidence a belief on the insured's part that the agent had the authority to provide retroactive coverage. Even if the insured truly believed the agent had the authority to provide retroactive coverage, it was not a reasonable belief. Rutland v. State Farm Mut. Auto. Ins. Co., 392 Fed. Appx. 721 (11th Cir. 2010)(Unpublished).

- Person cannot be held liable as an undisclosed principal unless the alleged agent who made the contract had actual authority as an agent to bind the principal. Morgan v. Georgia Paving & Constr. Co., 40 Ga. App. 335, 149 S.E. 426 (1929).

- Principal is not bound by the acts of the agent outside the scope of the agent's authority. First Joint Stock Land Bank v. Pitts, 48 Ga. App. 805, 173 S.E. 732 (1934).

- Principal is not bound by the acts of an agent when these acts are beyond the scope of the agent's authority and the person dealing has notice thereof, under former Code 1933, §§ 4-202, 4-301, 4-302 (see now O.C.G.A. §§ 10-6-21,10-6-50, and10-6-51). Cotton States Life Ins. Co. v. Scurry, 50 Ga. 48 (1873); Boles v. Hartsfield Co., 50 Ga. App. 442, 178 S.E. 416 (1935).

- Agent to procure a competent attorney to collect a note, though the note is without negotiable words, is clothed with power to make the contract for its collection, unless the agent's agency is restricted and that restriction is made known to the attorney at the time the contract for collection is made. Barclay v. Hopkins, 59 Ga. 562 (1877).

- If limitation on authority of agent is contained in an application for insurance, attached to and made part of the policy, and the agent was therefore not acting within the apparent scope of the agent's authority in waiving a breach of condition existing when the policy was issued, the insurer is not bound by the alleged waiver or by any estoppel. National Fire Ins. Co. v. Thompson, 51 Ga. App. 625, 181 S.E. 101 (1935).

- Act done by an agent in excess of the agent's authority does not bind the principal unless ratified by the latter. Gaulding v. Courts, 90 Ga. App. 472, 83 S.E.2d 288 (1954).

Corporation clearly assented to a contract to sell the corporation's real property when the corporation properly executed a fourth amendment to the contract, although the original contract and amendments had not been properly signed. Del Lago Ventures, Inc. v. QuikTrip Corp., 330 Ga. App. 138, 764 S.E.2d 595 (2014).

Despite the genuine issue of material fact as to whether the purchaser terminated the purchaser's contract, the purchaser's principal ratified the contract and the contract's prior amendments by signing the contracts; thus, because the principal clearly assented to the contract, any irregularities in the signatures were irrelevant. Del Lago Ventures, Inc. v. QuikTrip Corp., 330 Ga. App. 138, 764 S.E.2d 595 (2014).

- General liability insurers of a contractor were held to have a duty to defend the owner of a real estate project, because their agent had the actual or apparent authority to issue certificates of insurance to the owner, and to bind their obligations to the owner, under Georgia agency law. Sumitomo Marine & Fire Ins. Co. of Am. v. S. Guar. Ins. Co., 337 F. Supp. 2d 1339 (N.D. Ga. 2004).

- Notwithstanding knowledge by the principal of unauthorized acts of the principal's agent, the principal is not chargeable therewith unless the principal ratifies such acts or for other reasons is estopped to deny the principal's liability therefor. Grant v. Hart, 197 Ga. 662, 30 S.E.2d 271 (1944).

- If the principal has obtained the benefits of the transaction in which the draft was given by the agent, the injured party may bring an action on the original transaction against the principal. Rowland v. Farmers Bank, 52 Ga. App. 50, 182 S.E. 81 (1935).

If for some time an alleged agent of the defendant had purchased agricultural products for the defendant with drafts drawn upon the defendant, on which drafts the plaintiff bank advanced to the defendant's agent the cash, the defendant was bound by such acts of the defendant's agent and estopped to deny that such person was acting as the defendant's agent or set up that the defendant was not liable for the amount of plaintiff's money advanced on such unpaid drafts for the purchase of the farm products for the defendant which the defendant received and retained. Rowland v. Farmers Bank, 52 Ga. App. 50, 182 S.E. 81 (1935).

- By retaining money paid after knowledge that the money's source was the principal's credit, through an unauthorized assumption of authority by an agent, the principal ratifies the act irrespective of any intent to do so. United States v. Ferguson, 409 F. Supp. 393 (S.D. Ga. 1975), aff'd, 529 F.2d 999 (5th Cir. 1976).

- Act of an insurance company in retaining the premiums without knowledge of the facts did not amount to a ratification of the unauthorized act of the agent in reinstating a lapsed policy. Independent Life & Accident Ins. Co. v. Pantone, 80 Ga. App. 426, 56 S.E.2d 153 (1949).

In order to allege a good cause of action as to ratification, it must be shown that the ratifying body, such as a city council, had full knowledge of all material facts in connection with the transaction in question. City of Atlanta v. Smith, 84 Ga. App. 815, 67 S.E.2d 480 (1951).

When the fact of agency is to be proved by the subsequent ratification and adoption of the act by the principal, there must be evidence of previous knowledge on the part of the principal of all the material facts. Southeastern Fid. Fire Ins. Co. v. State Farm Mut. Auto. Ins. Co., 118 Ga. App. 861, 165 S.E.2d 887 (1968).

Ratification is effective only with full knowledge of all material facts, and a principal, in adopting the acts of a purported agent, is not obligated for the whole of a transaction when the acts of the purported agent are not fully disclosed. Southeastern Fid. Fire Ins. Co. v. State Farm Mut. Auto. Ins. Co., 118 Ga. App. 861, 165 S.E.2d 887 (1968).

- If an agent without authority enters into a contract on behalf of a principal, the principal, upon discovery of the circumstances, has a choice either to ratify or disaffirm the contract made in the principal's behalf, but the principal must act promptly and within a reasonable time. Once the choice has been made to ratify, the contract may no longer be disaffirmed. Southern Motors of Savannah, Inc. v. Krieger, 86 Ga. App. 574, 71 S.E.2d 884 (1952), overruled on other grounds, Brown v. Techdata Corp., 238 Ga. 622, 234 S.E.2d 787 (1977).

- Knowledge of all the facts by the principal is essential to ratification. A principal is not put on notice of the unauthorized act of an agent by the mere knowledge of the agent of the acts the agent personally has done in excess of the agent's authority. Gaulding v. Courts, 90 Ga. App. 472, 83 S.E.2d 288 (1954).

- Whenever a general agency has been established for any purpose, all persons who have dealt with the agent have a right to assume that the agent's authority to deal with them in behalf of the agent's principal continues until notice, express or implied, has been conveyed to them that the agency has been revoked. Arrington & Blount Ford, Inc. v. Jinks, 154 Ga. App. 785, 270 S.E.2d 27 (1980).

- Since a travel agent was defendant's disclosed agent in making arrangements for hotel accommodations with the plaintiff, and the defendant paid the agent for the hotel charges but the agent failed to pay the plaintiff, the defendant was bound for the unpaid debt when it appeared that the plaintiff had not chosen to make the agent its debtor, dealing with the agent alone, and that the exclusive credit was given to the agent. Southeastern Foam Prods., Inc. v. Hilton Hotels Corp., 149 Ga. App. 372, 254 S.E.2d 494 (1979).

- Because a corporation was organized, not only to build a schoolhouse, but also to supervise and carry on a school, when the corporation appointed and held out to the world its superintendent as general agent, the corporation became liable for the contracts made by such agent within the scope of the corporation's business entrusted to the agent, including not only teaching, but also the making of such publications as would advance the interests of the academy entrusted to the agent. Georgia Military Academy v. Estill, 77 Ga. 409 (1886).

Under former Civil Code 1910, §§ 3593 and 3598, an agent authorized to sell mules in behalf of the agent's principal had authority to agree with a purchaser that if a mule which appeared to be sick did not recover, the seller will repay the purchase money. Turner Bros. v. Manley, 14 Ga. App. 215, 80 S.E. 680 (1914).

Under former Civil Code 1910, §§ 3593, 3595, and 3598, if a warehouse company placed an agent in charge of its warehouse for the purpose of dealing with the public and as such the agent had authority to receive, weigh, and give receipts for cotton, making a charge of 50 for 30 days, which other evidence showed included a charge for insurance, the agent's agreements within the scope of the agent's authority would bind the company. Farmers Ginnery & Mfg. Co. v. Thrasher, 144 Ga. 598, 87 S.E. 804 (1916).

Bank will not be heard to plead that its vice-president exceeded the vice-president's authority as such officer in receiving a special deposit for the bank. Marietta Trust & Banking Co. v. Faw, 31 Ga. App. 507, 121 S.E. 244 (1924).

If the owner of an office building, through the operator of an elevator as the owner's agent, operates an elevator in the building, it is manifestly the duty of the operator, as such agent of the owner, to take on and let off persons using the elevator, and if the operator of an elevator refuses to permit a person in the elevator to leave the elevator, the agent is acting within the scope of the agent's employment as agent for the owner of the building. Turney v. Rhodes, 42 Ga. App. 104, 155 S.E. 112 (1930).

Conditions which enter into the validity of a contract of insurance at its inception may be waived by the agent, and are waived if so intended, although the conditions remain in the policy when delivered, and limitations therein upon the authority of the agent to waive such conditions otherwise than in writing attached to or endorsed upon the policy are treated as referring to waivers made subsequently to the issuance of the policy. National Fire Ins. Co. v. Thompson, 51 Ga. App. 625, 181 S.E. 101 (1935).

Lenders' title commitment provided that the closing documents had to be executed to the satisfaction of the title insurer's agents; that condition was fulfilled when the agents reviewed, approved, and accepted closing documents forged by an imposter and recorded the documents. As the insurer was bound by the authorized acts of the insurer's agents, the insurer was liable to the lenders. Keyingham Invs., LLC v. Fid. Nat'l Title Ins. Co., 298 Ga. App. 467, 680 S.E.2d 442 (2009).

Trial court erred in granting a rental company summary judgment in a car owner's action alleging that the company breached a settlement agreement because the company was obligated to pay any settlement amounts negotiated by the company's agent, an independent third party administrator, and issues of fact remained as to whether the company issued payment according to the terms of the settlement agreement, which were also disputed. Hearn v. Dollar Rent A Car, Inc., 315 Ga. App. 164, 726 S.E.2d 661 (2012).

- In view of this section, a purchaser is charged with notice that an agent is only authorized to sell for cash; a sale on credit may be treated as void by the principal. Whitley v. James, 121 Ga. 521, 49 S.E. 600 (1904).

- Power to make restricted endorsement will not authorize a general endorsement in blank. Exchange Bank v. Thrower, 118 Ga. 433, 45 S.E. 316 (1903).

By virtue of this section, if less than the amount of an execution is received from one of joint defendants therein, under an agreement made or authorized by the plaintiff that the payment thus received shall relieve that defendant from further liability, the agreement will discharge the other defendants; but such an agreement by a sheriff, made without authority from the plaintiff, will not have that effect. Swicord v. Waxelbaum, 23 Ga. App. 297, 97 S.E. 891 (1919).

By virtue of this section, if an owner of cotton shipped it to factors and as an agent of another shipped cotton of the principal to the same factors, the owner could not, without special authority, authorize the factors to use money standing to the credit of the principal on the books of the factors to cover any deficit in the accounts or in the margins when the value of the owner's own cotton shipped to the factors became less than the advances of the latter. This is true, however general and broad the agent's power as agent may have been, unless the agent was expressly authorized by the principal to use the funds of the latter for the purpose indicated. Whiteley v. Garrett & Calhoun, Inc., 152 Ga. 437, 110 S.E. 209 (1921).

- Truck driver employed by the owner of the truck to deliver goods acts outside the scope of the driver's employment when the driver, for the driver's own pleasure and without the knowledge of the employer, invites another to ride on the truck, then the employer is not liable to the driver's guest for injury caused by negligence of the driver. Morris v. Fruit Co., 32 Ga. App. 788, 124 S.E. 807 (1924).

If one is employed by a master to drive a motor vehicle, the master is not liable for the negligence of another procured by the employee without authority as a substitute driver unless the master subsequent to the act ratifies the employment of the substitute. Carter v. Bishop, 209 Ga. 919, 76 S.E.2d 784 (1953); Burke County Bd. of Educ. v. Raley, 104 Ga. App. 717, 123 S.E.2d 272 (1961) (ratification shown).

- While a business seller claimed that an employee of a brokerage company was not the seller's agent and thus did not bind the seller to a new closing date under O.C.G.A. § 10-6-51, the employee was named as the seller's listing agent and the seller knew that the employee might have given the purchaser some sort of verbal extension to postpone the closing date; thus, issues of material fact remained as to the employee's actual or apparent authority. Santaniello v. Bennett, 296 Ga. App. 548, 675 S.E.2d 282 (2009).

- While, when a person authorizes another to execute a written instrument for the person, in the person's presence, it is not necessary, in order to constitute the act of the person actually signing the instrument the act and deed of the person authorizing the person to do so, that the person so authorizing should touch the pen, a charge by the court that if a person authorizes another in the person's presence to sign the instrument for the person and does touch the pen and make the person's mark, the act of the party making the signature is the act and deed of the person so authorizing, states a correct proposition of law. East Point Lumber Co. v. Chandler, 46 Ga. App. 361, 167 S.E. 787 (1933).

- Trial court erred by reversing the decision of the Georgia Department of Driver Services (Department) because the evidence supported the decision of the Department in denying, as untimely, the driver's request for an administrative license suspension, pursuant to O.C.G.A. § 40-5-67.1(g), since the actions of the driver's attorney in failing to mail a timely request for a hearing were imputed to the driver. Mikell v. Hortenstine, 334 Ga. App. 621, 780 S.E.2d 53 (2015).

- If the judge charged the jury that if the person in charge of the defendant's car at the time of the injury was driving it "as the servant or agent of the defendant," the defendant would be responsible for any negligence of which the driver might be guilty, but the driver did not amplify this statement by adding that such alleged acts of negligence by the servant must have been done in the prosecution of or within the scope of the master's business, it was held that such a charge cannot be accounted as reversible error, for, while a master was bound by the acts of the servant only when the latter was acting within the scope of the servant's authority under former Code 1933, §§ 4-302, and 105-108 (see now O.C.G.A. §§ 10-6-51 and51-2-2), still, since the charge limited the accountability of the master for the negligence of the servant to the servant's acts when done "as the servant or agent of the defendant," this should be taken as the equivalent of a statement that the acts must have been done within the scope of the master's business. Collier v. Schoenberg, 26 Ga. App. 496, 106 S.E. 581 (1921).

Charge of the court that "if in the prosecution of the master's business the agent makes any representation with reference to the master's business, then such statements are imputable to the master," reasonably construed, restricted the statements of the agent to such portions of the master's business as came within the scope of the agency, and was not error for the assigned reason that the charge did not contain such a restriction. Grant v. Hart, 197 Ga. 662, 30 S.E.2d 271 (1944).

2. Effect of Partial Ratification

Principal must ratify or repudiate in whole.

- If, in cases when an agent exceeds the agent's authority, the principal must ratify or repudiate in whole, there can be no tenable grounds for argument that, when an agent does not exceed the agent's authority, the principal may ratify in part and repudiate in part the contract made on the principal's behalf. Savage v. Western Union Tel. Co., 198 Ga. 728, 32 S.E.2d 785 (1945).

- If an unauthorized agent collects the entire amount owing on a note and the principal accepts a portion of the proceeds and consents that the person making the collections may use the remainder for a short time, the principal will be held to have ratified the collection in toto. Roberts v. Bank of Eufaula, 20 Ga. App. 221, 92 S.E. 1015 (1917).

- Bank cannot be heard to plead that the bank's vice-president exceeded the vice-president's authority as such officer in receiving a special deposit since the retention by the bank of the net proceeds of the transaction amounts to a ratification by the bank of the whole transaction. Marietta Trust & Banking Co. v. Faw, 31 Ga. App. 507, 121 S.E. 244 (1924).

- While an agent to rent has no implied power to bind the landlord to a provision that the tenant shall make repairs to be paid for out of the rents accruing, if the agent exceeds the agent's authority by such an agreement, the landlord cannot solemnly claim that rent shall be paid the landlord at the figure which the landlord's agent and the tenant agreed to upon the condition regarding improvements without becoming bound to all of the terms and conditions upon which the landlord's agent and the tenant agreed, resulting in fixing the rent at that price; the landlord must, as a matter of law be held to have ratified the agreement in whole as made by the landlord's agent. Sikes v. Carter, 30 Ga. App. 539, 118 S.E. 430 (1923).

- Even though a company's sales vice president purchased advertising without authority, evidence that the company made a partial payment of the amount due several months after the advertisement was purchased, published, and invoiced reflected a ratification by the company as a matter of law. Thomas Register of Am. Mfrs., Inc. v. Proto Sys. Elec. Packaging, Inc., 221 Ga. App. 779, 471 S.E.2d 235 (1996).

- If one purporting to act as agent exceeds the agent's authority, the principal cannot ratify in part and repudiate in part, and therefore the principal cannot accept and retain the fruits of a contract so made by another in the principal's behalf without becoming bound by the representations of the person so purporting to act for the principal in consummating the agreement. Lancaster v. Neal, 41 Ga. App. 721, 154 S.E. 386 (1930); Hawthorne Indus. v. Attaway Assocs., 153 Ga. App. 155, 264 S.E.2d 663 (1980).

- Seller's partial acceptance of an order given the seller's traveling salesman, who was not authorized to do more than receive and transmit orders and was unauthorized to make unconditional sales, was held not to bind the seller to fill an unaccepted portion under this section. Dannenberg Co. v. Hughes, 30 Ga. App. 83, 116 S.E. 892 (1923).

RESEARCH REFERENCES

Am. Jur. 2d.

- 3 Am. Jur. 2d, Agency, § 186 et seq.

- 2A C.J.S., Agency, §§ 52, 65.

- Personal liability of servant or agent to third person for injuries caused by the performance or nonperformance of his duties to his employer, 20 A.L.R. 97; 99 A.L.R. 408; 96 A.L.R.2d 208.

Implied authority of servant or agent to bind employer for services of undertaker or other funeral expenses, 29 A.L.R. 457.

Validity of contract negotiated by agent acting for both parties, 48 A.L.R. 917.

Liability of bailee for damage to or destruction of subject of bailment by servant acting for his own purposes or in violation of his instructions, 52 A.L.R. 711.

Right of purchaser from agent or dealer in possession of article for purpose of demonstration or solicitation, without actual authority to sell, 57 A.L.R. 393.

Liability of principal for overdraft drawn by agent and paid by bank, 58 A.L.R. 816.

Doctrine of ratification invoked to charge one person with responsibility for the negligence of another not authorized to act for him, 85 A.L.R. 915.

Authority of claim agent as regards terms or condition of settlement, 87 A.L.R. 1277.

Necessity of alleging fact of agency in declaring upon contract made by party through agent, 89 A.L.R. 895.

Acceptance by insurance agent of something other than money or insured's money obligation in payment of premium, 93 A.L.R. 654.

Acceptance by collection agent authorized to receive money only, of something else upon which he realized money, as binding principal, 94 A.L.R. 784.

Misrepresentations by one party's agent, who was not authorized in that regard, as ground of rescission by the other party, 95 A.L.R. 763.

Liability of infant for torts of his employee or agent, 103 A.L.R. 487.

Sole actor doctrine where officer or agent of corporation acting adversely to it is its sole representative in the transaction, 111 A.L.R. 665.

Insurance company's responsibility for torts of agent causing physical injury to person or damage to property, 116 A.L.R. 1389.

Profession at time of act or contract to be acting for another as a necessary condition of its ratification by latter, 124 A.L.R. 893.

Liability of attorney or law firm for conduct of employee or member of firm in connection with investment of funds of client, 136 A.L.R. 1110.

What amounts to ratification by principal or master of libel or slander by agent or servant, 139 A.L.R. 1066.

Variance between allegation and proof as regards identity of servant or agent for whose acts defendant is sought to be held responsible, 139 A.L.R. 1152.

Authority of agent who delivers commercial paper or other obligation to third person for collection, to receive payment of proceeds from the latter, so as to preclude principal's right to enforce payment of proceeds, 163 A.L.R. 1209.

Master's liability for injuries to nonemployee caused by servant's negligence in use of instrumentality different from that authorized, 166 A.L.R. 877.

Dealer's liability for negligent operation of car by prospective purchaser or one acting for him, 31 A.L.R.2d 1445.

Authority of officer or agent to bind corporation as guarantor or surety, 34 A.L.R.2d 290.

Implied or apparent authority of agent selling personal property to make warranties, 40 A.L.R.2d 285.

Salesman's power to pledge employer's or principal's personal property, 49 A.L.R.2d 1271.

Real estate broker's power to bind principal by representations as to character, condition, location, quantity, or title of property, 58 A.L.R.2d 10.

Principal's liability for false arrest or imprisonment caused by agent or servant, 92 A.L.R.2d 15; 93 A.L.R.3d 826.

Physician giving medical examination to insurance applicant as agent of insured or of insurer, 94 A.L.R.2d 1389.

Personal liability of auctioneer to owner or mortgagee for conversion, 96 A.L.R.2d 208.

Insurance agent's statement or conduct indicating that insurer's cancellation of policy shall not take effect as binding on insurer, 3 A.L.R.3d 1135.

Insurer's statements as to amount of dividends, accumulations, surplus, or the like as binding on insurer or merely illustrative, 17 A.L.R.3d 777.

Liability of one contracting for private police security service for acts of personnel supplied, 38 A.L.R.3d 1332.

Discharge of debtor who makes payment by delivering checks payable to creditor to latter's agent, where agent forges creditor's signature and absconds with proceeds, 49 A.L.R.3d 843.

Insured's ratification, after loss, of policy procured without his authority, knowledge, or consent, 52 A.L.R.3d 235.

Imputation of servant's or agent's contributory negligence to master or principal, 53 A.L.R.3d 664.

Liability of travel agents for injuries on tour, 53 A.L.R.3d 1310.

Liability of bank, to other than party whose financial condition is misrepresented, for erroneous credit information furnished by bank or its directors, officers, or employees, 77 A.L.R.3d 6.

Doctrine of apparent authority as applied to agent of municipality, 77 A.L.R.3d 925.

Spouse's acceptance or retention of benefits of other spouse's fraudulent act as ratification of transaction, 82 A.L.R.3d 625.

Principal's liability for punitive damages because of false arrest or imprisonment, or malicious prosecution, by agent or employee, 93 A.L.R.3d 826.

Liability of travel publication, travel agent, or similar party for personal injury or death of traveler, 2 A.L.R.5th 396.