sincere and not put forward as a mere subterfuge.117 Again, the contract may reserve the right to terminate the agency on the agent's failure to make sales aggregating a specified amount within certain periods of time, and in this event it is a simple question of fact whether he has or has not fulfilled the conditions of the contract.118 So, ordinarily, any breach of the duty undertaken by an agent is good cause for terminating the agency, and as between the principal and the agent, the former may discharge the latter for any breach of any duty which he contracted, either expressly or impliedly, to perform.119 Thus, where plaintiffs were employed by defendants to sell lots, and the contract provided that the agent should deposit daily all money received, a continuous violation of this stipulation by the agent will be good ground for terminating the agency.120 So, where an agent employed to sell goods is so negligent in his care of the property committed to his charge that goods of large value are stolen while in his possession, the principal is justified in discharging him.121 And when an agent is acting adversely to the interests of his principal, as, for instance, where he accepts and acts under an agency for a commodity which competes with that of his principal, the principal is warranted in rescinding the contract and terminating the agency, without regard to how he discovered the agent's misfeasance, and even though he did not actually know of the antagonistic contract at the time he rescinded.122 On this point it has been said: "An agent who is wanting in fidelity forfeits his right to his place, whatever may be the nature of the default, and whether it is or is not a source of injury to the principal. This results from the right of the latter to guard against prospective loss, by getting rid of a man in whose principles he can have no con

117 Isbell v. Anderson Carriage Co., 170 Mich. 304, 136 N. W. 457. 118 Wolfsheimer v. Frankel, 130 App. Div. 853, 115 N. Y. Supp. 958. 119 Armstrong v. National Life Ins. Co. (Tex. Civ. App.) 112 S. W. 327.

a20 Macfarren v. Gallinger, 210 Pa. 74, 59 Atl. 435.

121 Getty v. Roger Williams Silver Co., 162 App. Div. 513, 147 N. Y. Supp. 1083.

122 Bilz v. Powell, 50 Colo. 482, 117 Pac. 344, 38 L. R. A. (N. S.) 847; Randall v. Peerless Motor Car Co., 212 Mass. 352, 99 N. E. 221.

fidence. The motives of the agent can have no place in such an inquiry, if the act is unmistakably a breach of duty to the principal." 123 And the mere failure of the agent to effect the purpose of the agency, though not blameworthy in any way, may justify taking it out of his hands. Thus, where plaintiff delivered a note to defendant for collection on a percentage basis, and defendant was unable to collect and had made no disbursements, it was held that his agency was revocable on mere notice.124 And where a power of attorney is given in consequence of a mistake of fact, it may be revoked on discovering the error.125

§ 338. Same; Notice of Revocation of Agency. In order to terminate a contract employing an agent or broker, the principal must give the agent notice of the revocation of his authority.128 If the contract requires the service of a written notice of withdrawal of the subject-matter from the agent's hands, this provision must be complied with, unless waived by the agent. 127 No particular form of notice is necessary. A letter written to the agent, stating that it is necessary to terminate the contract of agency, "notice of which is hereby given," is sufficient.128 And a letter written by a principal to a broker, terminating his agency to sell property, and addressed to his place of residence, but which was delivered at his office, takes effect from the date of such delivery, though, by reason of the broker's absence, which was unknown to the principal, he did not personally receive it until his return, some weeks later, he having in the mean time taken no action in the matter of the agency.129 But notice by the owner of land to a broker with whom it is listed for sale, merely stating that he proposes to demand a higher price, does not constitute a revocation

123 Henderson v. Hydraulic Works, 9 Phila. (Pa.) 100. 124 Chase v. Holmes, 19 Cal. App. 670, 127 Pac. 652.

125 Healy v. Healy, 76 N. H. 504, 85 Atl. 156.

126 Reams v. Wilson, 147 N. C. 304, 60 S. E. 1124; Nelles v. MacFarland, 9 Cal. App. 534, 99 Pac. 980; Nolan v. Swift, 111 Mich. 56, 69 N. W. 96; Spinks v. Georgia Quincy Granite Co., 114 La. 1044, 38 South. 824.

127 Bird v. Webber, 23 Okl. 583, 101 Pac. 1052.

128 Nelles v. MacFarland, 9 Cal. App. 534, 99 Pac. 980.

129 Rees v. Pellow, 97 Fed. 167, 38 C. C. A. 94.

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of the agent's authority.130 Further, it is necessary to give notice, not only to the agent, but also to those persons who, from knowledge of his authority or previous dealings with him, would be likely to continue to deal with him, relying on his authority. In other words, third persons dealing in good faith with one who has been accredited to them as an agent are not affected by the revocation of his agency unless notified of such revocation.131 And the authority granted to an agent or attorney in fact cannot be revoked at all after third persons have acquired vested rights under the agent's exercise of it.182 Thus, a recorded power of attorney to convey lands remains in force, as to purchasers in good faith from the attorney, though the grantor himself in the mean time conveys the same lands by a deed which remains unrecorded.183

§ 339. Same; Reimbursement or Compensation of Agent.-Where an agent is employed to perform an act which involves the expenditure of labor and money before it is possible to accomplish the desired object, after the agent has in good faith incurred expense and expended time and labor, but before he has had a reasonable opportunity to avail himself of the results of his preliminary efforts, the principal will not be permitted to terminate the agency and take advantage of the agent's services without rendering him compensation therefor, unless their agreement distinctly provides that this may be done.184 And if an agent is discharged from his employment by the principal without legally sufficient cause and in violation of the terms of the agreement between them, he may recover damages for such

130 Shober v. Blackford, 46 Mont. 194, 127 Pac, 329.

131 Miller v. Miller, 4 Ind. App. 128, 30 N. E 535; Waters-Pierce Oil Co. v. Jackson Junior Zinc Co., 98 Mo. App. 324, 73 S. W. 272; Mosnat v. Berkheimer, 158 Iowa, 177, 139 N. W. 469.

132 Mallett v. Page, 8 Ind. 364.

133 Gratz v. Land & River Imp. Co., 82 Fed. 381, 27 C. C. A. 305, 40 L. R. A. 393.

134 Hale v. Kumler, 85 Fed. 161, 29 C. C. A. 67; McMillan v. Quincey, 137 Ga. 63, 72 S. E. 506; Glover v. Henderson, 120 Mo. 367, 25 S. W. 175, 41 Am. St. Rep. 695; Paramore v. Campbell, 245 Mo. 287, 149 S. W. 6; Hallstead v. Perrigo, 87 Neb. 128, 126 N. W. 1078; Drake v. White Sewing Machine Co., 133 App. Div. 446, 118 N. Y. Supp. 178.

wrongful discharge,135 the measure of such damages being the loss of such profits or commissions as he would have made if he had been allowed to carry out and complete the transactions covered by the contract of agency,136 and the principal cannot escape liability because the losses sustained by the agent, or the gains which he was prevented from making, are to some extent speculative and problematical.137 But if the agent sues to recover the profits which he would have received but for the wrongful revocation of his authority, he cannot also recover expenses incurred by him in advertising the principal's property or product.138 And where the plaintiff placed money in the hands of defendant to purchase corporate stock for him, it being agreed that the balance of the purchase price should be paid by the plaintiff on delivery, and, relying thereon, defendant bound himself to pay the whole purchase price, the plaintiff cannot rescind, as the defendant cannot be placed in statu quo.139

§ 340. Same; Repudiation or Rescission by Agent.Where the duration of a contract of agency is not fixed, or where the principal does not comply with its terms, or other sufficient cause arises, it may be rescinded or repudiated by the agent.140 In a case in the federal courts, in speaking of a firm of insurance agents, it was said: "They must have intended to reserve their right, at their own free will and without liability for damages, to renounce this agency,

135 Walker v. John Hancock Mut. Life Ins. Co., 80 N. J. Law, 342, 79 Atl. 354, 35 L. R. A. (N. S.) 153, Ann. Cas. 1912A, 526; Anderson v. Shaffer, 87 Kan. 346, 124 Pac. 423.

136 Swartz v. Park (Tex. Civ. App.) 159 S. W. 338.

187 Bredemeier v. Pacific Supply Co., 64 Or. 576, 131 Pac. 312.

138 Ewart Lumber Co. v. American Cement Plaster Co., 9 Ala. App. 152, 62 South. 560.

139 Wiger v. Carr, 131 Wis. 584, 111 N. W. 657, 11 L. R. A. (N. S.) 650, 11 Ann. Cas. 998.

140 Duffield v. Michaels (C. C.) 97 Fed. 825; Barrows v. Cushway, 37 Mich. 481; Hitchcock v. Kelley, 18 Ohio Cir. Ct. R. 808; Cody v. Raynaud, 1 Colo. 272; Bishop v. Ranney, 59 Vt. 316, 7 Atl. 820; Holbert v. Keller, 161 Iowa, 723, 142 N. W. 962; White Co. v. American Motor Car Co., 11 Ga. App. 285, 75 S. E. 345; Newhall v. Journal Printing Co., 105 Minn. 44, 117 N. W. 228, 20 L. R. A. (N. S.) 899. See Goodman v. Haynes Automobile Co., 205 Fed. 352, 123 C. C. A.

whenever the unprofitableness of the business, the superior inducements of other business, or occupation or location, or the health or comfort of themselves or their families, should convince them that it was either their duty, their interest, or their pleasure to do so; and if they had renounced the agency at any time for any of these reasons, no court could have sustained a judgment against them for a breach of their contract. Their right thus to renounce was impliedly reserved to them in the contract, and the defendant [insurance company] took the chances of their exercise of it when it made the agreement without any stipulation that they should serve it for a definite time." 141

But an agent, in renouncing his employment, must have a due and reasonable regard for the interests of his principal, and cannot abandon his undertaking under circumstances which will involve the principal in loss or serious inconvenience, nor, generally, without giving such notice of his intention as will enable the principal to make other arrangements.142 "As a general thing, an agent may at any time renounce his employment, but he must do it in good faith, and in such fashion as not to injure his principal. When once he has entered on his employment, he may not renounce it without reasonable cause, and failing in this, he will render himself liable for the consequences." " 143 In the case from which this quotation is taken, the contract bound the defendant to promote the sale of the plaintiff's coal for a period of one year, and to pay for all that he might order at an agreed price, but did not require him to take any definite quantity. It was held that this was not a contract of purchase and sale, carrying with it an implied warranty of quality, but an agency; and although the principal was bound to furnish merchantable coal, yet a single failure to do so would not warrant a rescission of the con

141 Moore v. Security Trust & Life Ins. Co., 168 Fed. 496, 93 C. C. A. 652.

142 Barrows v. Cushway, 37 Mich. 481; White v. Smith, 6 Lans. (N. Y.) 5; Stoddart v. Key, 62 How. Prac. (N. Y.) 137; Bender v. Manning, 2 N. H. 289; Gill v. Middleton, 105 Mass. 477, 7 Am. Rep. 548; Case v. Jennings, 17 Tex. 661.

143 Cannon Coal Co. v. Taggart, 1 Colo. App. 60, 27 Pac. 238.