CALIFORNIA CIVIL CODE
AGENCY SECTIONS 2295-2300, 2304-2326, 2330-2339, 2342-2345, 2349-2351
2295. An agent is one who represents another, called the principal, in
dealings with third persons. Such representation is called agency.
2296. Any person having capacity to contract may appoint an agent, and
any person may be an agent.
2297. An agent for a particular act or transaction is called a special
agent. All others are general agents.
2298. An agency is either actual or ostensible.
2299. An agency is actual when the agent is really employed by the
2300. An agency is ostensible when the principal intentionally, or by
want of ordinary care, causes a third person to believe another to be
his agent who is not really employed by him.
2304. An agent may be authorized to do any acts which his principal
might do, except those to which the latter is bound to give his personal
2305. Every act which, according to this Code, may be done by or to any
person, may be done by or to the agent of such person for that purpose,
unless a contrary intention clearly appears.
2306. An agent can never have authority, either actual or ostensible,
to do an act which is, and is known or suspected by the person with whom
he deals, to be a fraud upon the principal.
2307. An agency may be created, and an authority may be conferred, by a
precedent authorization or a subsequent ratification.
2308. A consideration is not necessary to make an authority, whether
precedent or subsequent, binding upon the principal.
2309. An oral authorization is sufficient for any purpose, except that
an authority to enter into a contract required by law to be in writing
can only be given by an instrument in writing.
2310. A ratification can be made only in the manner that would have
been necessary to confer an original authority for the act ratified, or
where an oral authorization would suffice, by accepting or retaining the
benefit of the act, with notice thereof.
2311. Ratification of part of an indivisible transaction is a
ratification of the whole.
2312. 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.
2313. No unauthorized act can be made valid, retroactively, to the
prejudice of third persons, without their consent.
2314. A ratification may be rescinded when made without such consent as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.
2315. An agent has such authority as the principal, actually or
ostensibly, confers upon him.
2316. 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.
2317. 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.
2318. 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.
2319. 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
representation is made.
2320. 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.
2321. When an authority is given partly in general and partly in
specific terms, the general authority gives no higher powers than those
2322. An authority expressed in general terms, however broad, does not
authorize an agent to do any of the following:
(a) Act in the agent's own name, unless it is the usual course of
business to do so.
(b) Define the scope of the agency.
(c) Violate a duty to which a trustee is subject under Section
16002, 16004, 16005, or 16009 of the Probate Code.
2323. An authority to sell personal property includes authority to
warrant the title of the principal, and the quality and quantity of the
2324. An authority to sell and convey real property includes authority
to give the usual convenants of warranty.
2325. A general agent to sell, who is intrusted by the principal with
the possession of the thing sold, has authority to receive the price.
2326. A special agent to sell has authority to receive the price on
delivery of the thing sold, but not afterwards.
2330. 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
2331. A principal is bound by an incomplete execution of an authority,
when it is consistent with the whole purpose and scope thereof, but not
2332. 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
2333. 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 unauthorized.
2334. 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 want of ordinary care, incurred a liability or parted with
value, upon the faith thereof.
2335. 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.
2336. 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
2337. 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.
2338. 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.
2339. A principal is responsible for no other wrongs committed by his
agent than those mentioned in the last section, unless he has authorized
or ratified them, even though they are committed while the agent is
engaged in his service.
2342. One who assumes to act as an agent thereby warrants, to all who
deal with him in that capacity, that he has the authority which he
2343. One who assumes to act as an agent is responsible to third
persons as a principal for his acts in the course of his agency, in any
of the following cases, and in no others:
1. When, with his consent, credit is given to him personally in a
2. When he enters into a written contract in the name of his
principal, without believing, in good faith, that he has authority to do
3. When his acts are wrongful in their nature.
2344. If an agent receives anything for the benefit of his principal,
to the possession of which another person is entitled, he must, on
demand, surrender it to such person, or so much of it as he has under
his control at the time of demand, on being indemnified for any advance
which he has made to his principal, in good faith, on account of the
same; and is responsible therefor, if, after notice from the owner, he
delivers it to his principal.
2345. The provisions of this Article are subject to the provisions of
Part I, Division First, of this Code.
2349. An agent, unless specially forbidden by his principal to do so,
can delegate his powers to another person in any of the following cases,
and in no others:
1. When the act to be done is purely mechanical;
2. When it is such as the agent cannot himself, and the sub-agent
can lawfully perform;
3. When it is the usage of the place to delegate such powers; or,
4. When such delegation is specially authorized by the principal.
2350. If an agent employs a sub-agent without authority, the former is
a principal and the latter his agent, and the principal of the former
has no connection with the latter.
2351. A sub-agent, lawfully appointed, represents the principal in like
manner with the original agent; and the original agent is not
responsible to third persons for the acts of the sub-agent.
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