FACTORS.—COMMISSION AGENTS.—FOREIGN PRINCIPAL
CourT or QUEENS BENCH, Montreal, 20th february 1875.
Present : DorIoN, C, J., MoxK, J., TASCHEREAU, J., RAMSAY, J., and SANBORN, J.
THOMAS-A. CRANE et al, defendants in the court below, appelants, and WiLLiAM-P. NoLan, plaintiff in the court below, respondent.
Persons doing business generally as brokers and commission merchants sold flour, to arrive from Chicago, for a principal resident there. The name of the principal was declared in the contract note, and the agents signed as ‘commission agents.”
(1) Art. 8 C. P. C. de 1897.
Held : That the agents, not having the goods in their possession or under their control, could not be considered ‘“ factors ” under article 1738 C. C., but were merely brokers.
That the term “commission agent” is not synonymous with ‘ factor.”
That definitions of ‘ broker ” and ‘‘factor ”, in articles 1735 and 1736 C. C., are not to be interpreted literally as establishing a strict rule, but as general comprehensive definitions; subject to interpretation and extension according to the ordinary distinctions appied to these two classes of agents.
That, the possession or control of the goods of the principal by the factor distinguishes him from a broker. This distinction is the real foundation of the exceptional liability which attaches to a factor when contracting for a foreign principal. The broker, like other mercantile agents, incurs no personal liability, if he does not exceed his instructions; the factor, on the contrary, acting for a foreign principal, is personally responsible as if he were principal.
That, «lthough the personal liability of the factor or commissionnaire is by law presumed when he acts for a foreign principal, yet he may always free himself from such liability by the contract itself, or destroy the legal presumption by the circumstances attending the transaction.
This appeal was from a judgment rendered in the Superior Court, Montreal, on the 17th december 1872, Mackay, J. condemning appellants to pay respondent $1,600 damages for the non-fulfilment of a contract for the delivery of flour, made by appellants, in the name and on the Lehalf of principals residing in Chicago. The contract upon which the action was based was in the following terms : “ Montreal, 11th “ november 1870. Messrs. W.-P. Nolan & Co. Montreal: “ Gentlemen, we have this day sold to you for account of “ Messrs Geo. Cowan & Co., of Chicago, two thousand barrels “ flour, Daisy Mill. to arrive after the 1st day of december “ next, and not later than the 15th january 1871, and guar- “ anteed to inspect superfine in Montreal, at $4.85 per barrel “in bond, you to pay bank com’n on Chicago draft, not ex- “ ceeding # per cent,., and interest on amount of invoice from “ date of bill of lading until arrival of flour in Montreal. “ Termes cash on delivery of each lot of flour, as it may arrive. “ Your obedient servants, Crane & Baird, commission agents.” In the declaration and writ, defendants were described as doing business at Montreal as “ brokers, factors, commission merchants and co-partners”” There were two counts in the declaration : the first count set up in effect that “ defendants, “acting as and being the factors of the commercial firm of “ George Cowan & Co. of the city of Chicago, in the State of “ Illinois, one of the United States of America, the said firm “of George Cowan & Co. then and there, long before and “ever since having its donicile and place of business in the “ said city of Chicago, and out of the limits of the province “ of Quebec, and of the Domninion of Canada,” sold the 2000
a mnt tnt eu 3e Ce AE
possession or inder article
ith ‘‘ factor.” 735 and 1736 rict rule, but retation and to these two
icipal by the n is the real à factor when r mercantile | his instrucncipal, is per-
mmissionnaire yet he may act itself, or ttending the
he Superior TACKAY, J.
lamages for y of flour, alf of prinwhich the ntreal, 11th , Montreal:
account of sand barrels jf december ,and guar- 5 per barrel aft, not exnvoice from na Montreal.
may arrive.
sion agents.” described as commission ounts in the defendants, ecial firm of the State of he said firm before and iness in the he province old the 2000
barrels of flour to plaintiff, as per the factors’ note above referred to; that plaintiff accepted the contract, and that the firm of Geo. Cowan & Co., as also defendants, had failed and neplected.to deliver the four or any of it, to plaintiffs damage. In the second count, the contract note was set up, and pluintiff treated the contract as made with defendants personally, and as being their own contract, for which they were directly and individually liable to him for thc damuge occasioned by the breach of it. Conclusion for $2,500 damages. The grounds taken by the pleas were in effect that there was no contract made between the parties which could bind the defendants personally, or render them personally liable for damages for the breach of it ; that the true and real parties to the contract were plaintiff on the one side, and G. Cowan & Co. on the other; that defendants simply acted as the brokers of G. Cowan & Co. and were not factors in making the sale; that this was apparent on the face of the contract, and was known and consented to by plaintiff, and was recognized by the allegation of his declaration. The pleu to the merits also alleged, as matter of fact, that the flour sold was not in the possession of defendants ‘vin their custody or control at the date of the contract note in question or at any otker tine; and that plaintiff had negotiated in relation to the same with G. Cowan & Co, personally at Montreal. although as à matter of fact, the sale was evidenced by the contract note set up in the declaration.
The judgment of the Superior Court, maintaining the action, was as follows : “The court, considering that plaintitf has proved his allegations material against defendants sufiiciently to warrant judgment against them, jointly and severally, for $1,600 in respect of the damages claimed by plaintift's declaration for the causes therein alleged, with interest and costs ; considering that defendants are, jointly and severally, personally liable by force of art. 1715 and 1738 of the Civil Code and the facts proved, towards plaintitf, though defendants acted merely as factors, commission agents, and announced a principal, G. Cowan & Co., said principal residing in another country, namely, in the United States of America; considering that plaintiff had proved damage to extent of 80c. a barrel, on the flour sold by defendants and undelivered to plaintiff, as alleged, the sale having been $4.85 in bond per barrel, while the "value of it.at time of defendants’ default to deliver, was in bond $5.65 per barrel, and that these damages upon ‘the 2000 barrels so undelivered are in totality 81,600, doth condemn defendants, jointly and severally, to pay and satisfy to plaintiff the said sum of $1,600, with interest thereon until paid, and costs, &c.”
LA
A. & W. RoBertrsoN, for appellants: This case will be found to rest mainly on the construction te be put on article 1738 of the Code, which.is in the following terms : “ A factor “ whose principal resides in another country is personally “ Tiable to third persons with whom he contracts, whether “the name of the principal be known or not. The principal “is not liable on such contracts to the third parties, unless it “is proved that the credit was given to both principal and “ factor, or to the principal alone” It is clear, from the remarks of the codifiers (see 6th Report, p. 14), that they did not look upon this article as introducing new law. The only observations on it in their report are as follows: “ Articles 29 “ & 831 (1736 & 1/38 in Code) relate to factors. The rules “ contained in them admit of no difficulty. The authorities in “ support of them are derived from the English books and “the modern French law, and there can be no doubt. that
“ they are consistent with the law and usage amongst us.” Appelants chiefly put their objections to the judgment appealed from on three grounds: Firstly, that they were not factors, and did not act as such in the sense fixed by law or by the code. Second]ly, that they were brokers or commission agents, courtiers, to whom the article cited does not apply. Thirdly, that the form of the contract, as well as the facts proved concerning it, exelude any personal liability on the part of defendants. It would seem from the language of the Judgment that the learned judge looked on factors and commission agents as synonymous terms, which appellants can by no means admit, and here arises the question : Is the article 1738 applicable simply to à factor, as indicated by the word factor being alone used, as describing the class of agents referred to ? Or, does the article include also brokers, commission and other commercial agents ? If it applies to all these classes, then the article will be construed as if it enacted: “Every agent whose principal is resident in another
“ country is personally liable to third persons with whom he
“ contracts, &c.” It is against this construction that appel-
lants contend, a construction which would place every agent,
mandatory, or person, whose principal resides in another country on the same footing, making each personally liable towards “ third persons with whom he contracts” This was the construction understood to be contended for in the court below. The judgment says nothing of brokers, or commission merchants, or ordinary mandataires, but seems to treat factors and commission agents as both liable to the personal responsibility declared by the article. The judgment would have been more consistent with the true scope of art. 1738, if it had assimilated factors to commission merchants, as in art.
se will be on article . “ À factor personally ts, whether 1e principal s, unless it incipal and , from the at they did . The only ‘ Articles 29 The rules athorities in books und doubt. that mongst us.” dgment apy were not d by law or * commission s not apply.
as the facts ility on the œunge of the rs and comllants can by És the article by the word ss of agents rokers, comipplies to all hs if it enactin another ith whom he that appelevery agent, s in another sonally liable s” This was r in the court or commission L to trent face personal resint would have art. 1738, if it umts, as in art.
1736. The term ‘“ commission agents,” assumed by defendants in the contract, implies rather the character and consequently the duties and responsibilities of brokers than of factors, and, the contract itself indicates defendants acted as brokers and not as factors. The distinction between these two classes of commercial agents, between the factor and the broker, seems perfectly well established in principle. “ The broker is “ not entrusted with the possession and sale of the goods, he “only negotiates as to buying and selling, he acts in his own ‘“ name, and not in the name of his principal. Brokers not “ being entrusted with the goods, there is no set off” 2 Parsons, Con. p. 743. “The factor,” who as Story, on Contracts, p. 270, $ 350, says, “is often called commission merchant, or “ consignee.” “The factor is distinguished from a broker by “ being entrusted with the possession and disposal of the “ goods, and he is generally. correspondent of a foreign “house.” 2 Kent, p. 622, note b. “A factor differs from a “ broker. A factor may buy and sell in his own name, as well “as in that of his principal ; a broker, as we have seen, is “always bound to buy and sell in the name of his principal.” Story, Ag., no 33. In Baring vs Corie, 2 Barn. & Ald, p. 143, which seems to be looked upon as the leading case, distinguishing the powers and duties of brokers from those of fuctors, Chief Justice ABBOTT says: ‘“ À factor is a person to “whom goods are consigned for sale by a merchant, residing “ abroad, or at x distance from the place of sale, and he “usually sells in his own name, without disclosing that of “his principal.” See Justice HoLRoyD’s observations in the same Case, where he says: “When a factor sells in his own “ name, it is within the scope of his authority. But the case “of a broker is different, for he has not the possession of the “ goods, and so the vendee cannot be deceived by that cir- “ cumstance, and besides, the employing of a person to sell “ goods as a broker does not authorize him to sell in his own “ name.” “Of mercantile agents, some are entrusted with the “ possession, as well as the disposal and management of the “ property : these are usually denominated factors.” Paley, Ag. p. 13. “ Broker entrusted with instruments delivered in “ blank is more a factor than a broker. Practically a broker “often becomes x factor or merchant.” Story, n° 33. “ Some- “times brokers are entrusted with the goods when they be- “ come factors, and clothed with their rights, and subject to “ their responsibilities.” Sinith’s Mer. Taw (Holcombe’s), p. 151, note. “Le courtier n’est pas personnellement obligé de “faire exécuter ou d'exécuter le marché dont il n'a été que “ l'entremetteur. ” 1 Pardessus, p. 72. “Il ne répond envers le “tiers de l'exécution du marché qu'il à conclu, que dans le
LCI PS ETC
“ cas où il n'aurait pas donné une connaissance suffisante de ‘“ la qualité dans laquelle il a contracté, ou encore, dans le cas
“ où il se serait personnellement obligé” Dict. de Con, vo,
Courtier, no 85. In the french version of the code, in art.
1715, 1736, 1738, the word facteur is used for factor, rather
as an adoption of the english word than an oid established
term used in the french law. Indced the word fucteur, neith-
er in the old nor in the modern french law, has the precise
meaning of the word factor, the same as in english law. Æuc-
teur: “ C'est ainsi qu'on appelle quelquefois le commis ou
“ mandataire salarié qui fait le commerce pour un autre” Favard, vo. Facteur, p.356. 1 Pardessus, p. 65, detines a factor as one who has obtained from the proprietor of an establish-
ment, or chief manufacturer, the power to act for him, de le remplacer in his absence, and he adds that such à one is always aux gages de ceux qui les emploient. Denizart's Dict.; vo. Facteur, says it is a “ ferme particulièrement usité dans “ le commerce pour désigner : 1. le commis d'un négociant ;” 2. persons employed by à “ marchand de bois pour l’exploi-
‘“ tation de bois; 3. guide-ventes.” Applving, therefore, the distinction recognized as existing between factors and brokers, the articles of the code quoted have reference, not to every class of commercial agents, but only to factors properly so called, to those entrusted with the possession, disposal and management of the goods, those who usually sell in their own name, who represent persons in another country, or at à distance from the place where the factor acts, and not to brokers or other comnission agents. The evidence does not make out that defendants were factors, or acted as such in any way, and they are not brought under the class of agents who by the art. 1738 are made, or declared to be, personally liable. The contract itself shows that the flour was to arrive on a day fixed, manifestly from the known principuls at Chicago, whose draft with commission and interest from the date of the bill of lading was part of the price of the flour, and was to be paid by plaintiff. Clearly then plaintiff knew the flour was not held by defendants at the time of the contract, in other words, that they were not factors with the flour in their possession, The signature of defendants as commission agents, under the circumstances, indicutes that they were simple brokers and not principals in the transaction contracting in their own name. There is evidence of record, too, that one of the firm of Cowan & Co. was at Montveal immediately before the sale, and that plaintiff had entered into negotiations with this partner for the purchase of the flour. Defendants simply acted in passing the bought and
sold notes. ‘The evidence that defendants had, at the time,
uffisante de dans le cas le Con., vo.
ode, in art.
etor, rather established teur, neiththe precise h law. Faccommis où un autre.” nes a factor n estublishr him, de Le a one is alizart's Dict.; usité dans négociant :” ur l'exploiherefore, the and brokers, ot to every properly s0 lisposal and in their own , or at à disand not to nce does not as such in ss of agents e, personally vas to arrive principuls at st from the of the flour, aintiff knew of the conrs with the fendants as dicutes that the transacidence of reas at Monttiff had enpurchase of e bought and at the time,
the quality of commission merchants does not show the sale to have been made in that capacity, for it was not a sale in their own numes as commission merchants, nor are they so styled in the declaration nor in the contract note filed. The code, art. 1736, gives the definition of un factéur ou mar- “hand à commission, and the definition of commaissionnaires (Dict. de Com.) is that they are mandataires, qui agissent en leur propre nom, sur le compte d'autrui. It is added that sometimes they act in the name of the commettant. It is added (no 29) that the commissionnaire becomes l’obligé of him with whom he deals. So does the commission merchant usually, for he contracts in his own name, credit is given to him, and the principals are not the persons to whom credit is given. But in addition to the ground taken by appellants, that they did not act as factors in the particular transaction, but in their business generally as commission merchants and brokers, and in proof by the contract itself that the transaction was in the name of their principals without the goods being in the possession of defendants, there is the further question, which appellants desire to submit as to the true construction to be given to art. 1738. When the article declares that “a factor whose principal resides in another “ country is personally liable to third persons with whom he contracts, &c. is it not to be understood as meaning with whom Le contracts, contracts himself in his own name, that is to say, in the mode usual with factors entrasted with the possession of goods, and forbidden to brokers who do not act in their own name and ought not to do so, when simply employed in negotiating sales ? This construction does not contradict or conflict with the words of the article which follow, “ whether the name of the principal be known or not, &c.” On the contrary, it seems to give force to the distinction of the law between the liability of factors and that of brokers, and puts upon the former a personal liability when the form of the contract shows it to be a contract of the factor himself, a contract which ke makes under personal responsibility, and willing to do so, because he is a factor with the goods under his control. It seems clear that if it had been intended to hold every factor, and still more every agent, personally liable for his contracts for a non-resident principal, other language would have been used than that actually used in the article. Nor is it reasonable to hold that the article forbids even a factor from contracting in the name of a principal resident in another country. The personal liability is not imposed as a penalty for acting for a non-resident. ‘l'he personal liability is assumed to exist where a factor himself
contracts. It may be allowed to be a presumption of law
raised against him, but still the concluding portion of the article shows that proof may be brought to show to whom credit was really given. If it be proved that credit was given to the principal alone, the factor would not be liable personally. Now assuming for a moment defendants were factors, look at the contract and see whether it is not a contract of the principal on its very face. It shows credit given to the principal alone, and not to defendants. This p'int,{o whom was the credit given, is the chief and almost the exclusive question to be determined in all cases whether of resident or non-resident principals, and the form of the contract itself is the best proof of the point, and in this particular case the form of the contract would of itself be sufficient to show credit was not given to defendants, but to the principals alone. In the court below, the main case relied on was that of Kirkpatrick vs Stainer, 22 Wendover, p. 244. In this case the agent or a foreign house got x New-Vork house to make a consignment of coffee to Trieste, and engaged that insurance should be effected either in Europe or America on the coffee shipped. The agreement as to the insurance was contained in two letters, one of them from plaintiff, the other signed by Stainer in his own name, and the main question Was whether the contract was made by him in his own name or for his principal. In the Supreme Court it was held, eighteen judges against six, that the action would not lie against Stainer personally, but should have been brought against his principals. The liability of an agent acting for a foreign principal was fully discussed, and whether the rule followed in England rendering, under the English usage, sanctioned by the courts, a British purchaser for a foreign correspondent personally liable for purchases made in England, was to be followed in New-York was also fully discussed, and whether this rule was ever part of the common law of England. It is submitted that the arguments are in favor of the opinion of the majority of the court, notwithstanding the opinion of the late Chancellor WALWoORTH in the minority. The autority of the English cases is fully discussed, as also that of Justice STORY. The reasoning, as well as the definitive judgment, is in favor of the now appellants. The case decides that the usage sanctioned in England is not applicable elsewhere ; that it would be of the greutest public inconvenience to presume à general rule, such as in England, which has grown out of a usage recent in its origin and founded on local custom. The opinion of Judge Srory, stated in his work on Agency (see ed. 1869, nos 267, 268, 268a), 1s declared as too strongly stated, and too general.
et DS it D. se
He ee
ion of the to whom was given le personre factors, ontract of iven to the t,to whom à exclusive resident or act itself is r case the it to show principals n was that [In this case se to make that insurrica on the *e Wäs COn- F the other in question own name was held, uld not lie en brought hcting for a er the rule lish usage, * a foreign de in Engfully dishe common ents are in t, notwith- LWORTH in s fully dising, as well appellants.
Hand is not test public England, origin and ORY, stated 8, 268a), is
It is noticeable that the English cases cited in the judgnent, and also in Story, relate to cases of purchases in England, of goods for foreign houses. Story's opinion is based partly on the ground that the agent does not disclose his principal and partly on the ground of general convenience and the usage of trade, and that credit is given exclusively to the agent, to the exoneration of the employers. He adds: “ Still, however, this presumption is liable to be rebutted by “ proof that credit was given tb both principal and agent, or “to the principal alone, or that the usage of trade does not “extend to the particular case. Probably the better rule is, “ that the agent of a foreign principal is not liuble for every “ contract made for his principal. It is rather a question of “ fact in each case to be ascertained by the terms of the par- “ ticular contract and the surrounding circumstances.” In the edition of 1869 (no 268a) it is laid down by Story himself, “that a presumption of credit to the agent, and not to the “ foreign principal, applies, with the most force, to purchases “ made by the agent for x foreign principal; but where a “written contract is made, and expressed to be with the “ foreign principal, and not with the agent, the latter is not “Liable, although the contract is signed by him for his “ foreign principal,” a conclusion which materially modities the more general doctrine laid down in previous editions of of his work. In Mahoney:vs Kekule, 25 Eng. Law and Edq. Rep. p. 278, a case in point occurred. A paper wus drawn up and signed in London, purporting to be x “ contract between V. &T.,.of Morlay, in France, and M. Mahoney of London,’ engaging the latter to go to Morlay and enter into the service of V. & T. This was signed “ C. Kekule,” “M. Mahoney.” Suit was brought against Kekule, and JaRvis, J., in giving judgment, notwithstanding the English usage and jurisprudence above referred to, says : “ Where a contract is “in writing, and clear on the face of it, we must look to the “ contract alone ; where an agent in England buys for a for- ‘“eigner resident abroad, a long series of decisions has estab- “ lished that the agent is generally considered as pledging his “own credit, because it is highly improbable that the seller “ would have given credit to the foreigner ; but where the “ contract is made with the foreigner, and not with the prin- “ cipal, the latter is not liable” And yet in this case, in England, it was only the body of the contract that disclosed the foreign principal ; it was signed by defendant in his own individual name. In the present cuse, appellants signed the contract as commission agents, the body of the contract show: ing who were the principals, the whole instrument completely excluding personal liability. Indeed, one cannot see how
respondent could for x moment have supposed he was giving credit to defendants, and not to Cowan & Co. In the case of Wilson vs Cooke, in 1856, (37 Law and Eq. Rep.), an agreement was made in London for freight under an instrument in which Wilson figured for the shipowners, and Cooke is stated in the body of the instrument as acting “ on behalf of “ the Geelong & Melbourne Railway Company,” both parties signed their own names, and on a breach by the shipowners, Cooke sued in London in his own name ; the action was on demurrer held to be well brought. CRESSWELL, J., said: “It ‘“appeurs to me, that, prima facie, if a man signs his own “ name, he must be a party, and there must be something in “the contract to relieve him.” This was the case of an agent for x foreign principal; but as the cuse was argued on demurrer, the facts were only to be yathered from the allegations of the declaration. Ît would seem that, e converso, when he signed as agent, cleurly disclosing a foreign principal with personal undertakers, no personal liability would attach to the agent, and in cases of written contract the same rule will apply under the article of our code. In a recent case of Bray vs Kettell (1 Allen, p. 80), cited in the last edition of Story's Agency, p. 327-8, it was attempted without success to hold à person liable on a contract sizned A B by C D, on the ground that the principal being a foreigner, the agent was personully liable. This court is referred to the remarks of C.- J. BIGELOw, where he refers to the English usage and jurisprudence, and states that 5t was confined to cases of goods sold, and was not er*ended to written instruments ; that the doctrine first laid down by Story has been greutly modified, and adds that it would be going quite too far, to say that this usage has become a fixed rule, creating a presumption in all cases that the agent is exclusively liable. The result is summed up at p. 359: “ In case of x written contract, it de- “ pends on the intention of the parties, but this must be de- “ termined mainly from the terrns of the contract. When the “terms of the contract are clear and unambiguous, it must “ become the final representation of the intentions of the par- “ties. “.... Zt makes no difference whether the principal is “ foreign or not. If, by the language, the agent and not the “ princapal is bound, such must be its construction ; and, on “ the other hand, if it clearly binds the principal, and is in “ form of contract with him only, the agent must be exon- ‘erated without regard to the fact that the principal is res- “ident in a foreign country.” It may well be doubted whether the article of the code (1738) is sustained in terms by the authorities quoted under it by the codifiers. Still the article is in the code, and it will have to be construed some
was giving the case of ,an agreeinstrument 1 Cooke is n behalf of oth parties shipowners, Jon was on , said: “It ns his own mething n of an agent argued on m the alle- € COnverso, ign princiility would ct the same , recent case t edition of it success to C D, on the agent Was narks of C.e and jurisses of goods ts ; that the ly modified, to say that sumption in he result is tract, it demust be de-
When the ous, it must s of the parprincipal is and not the ion ; and, on al, and is in ist be exoncipal is resbe doubted ed in terms s. Still the strued some
time or other. In this particular case, indeed, the court may well limit its construction to the particular contract involved in this case, without determining the general question whether all classes of agents, acting for principals resident in another country, are liable personally on all kinds of contracts, and without even determining how far x factor in possession of the goods sold is liable where he signs a contract of sale as factor, which contract discloses the name of his principal, and is signed in his quality, and purports to be x contract with the principal. The present litigation may be DL of on narrower groun ls, which it is submitted not only warrant, but call for the dismissal of plaintiff's action.
W. H. Ken, Q,. C, for the respondent : The only question to decide is “ Whether a factor is liable on a contract made “ for his principal, that principal residing in a foreign coun- “try, and expressly named and described in the contract “ note which is signed by the factor.” What is the meaning of article 1738? In the consideration of the authorities hereinafter cited, it is to be borne in mind that, neither in England nor the United-States, is there any positive law upon the subject. In Quebec, on the contrwr'y, the article of our code is precise. That article provides, asthe general rule, that the factor of a foreign principal is personally liable for all contracts made by him in that capacity, whether the name of the principal be known or not, and it is clear that it matters not whether the name be in x memorandum in writing, or whether it be made known during the progress of a verbal agreement taken out of the operation of the Statute of frauds by earnest, part payment, or partial delivery. The case of Xirkpatrick vs Stainer, 22 Wendover, p. 244, is one directly in point and even stronger than the present one; there the agent, according to NELSON, C.-J., not only “ disclosed the “ name of his principal, but actually contracted in his name.” (Paley, p. 248). In thut case plaintiff failed, because in the court below the law was declared to be “ that there can be “ no doubt, a person acting as agent of a foreign house is not “responsible individually, if he discloses his principal and “acts only in his behalf, any more than an agent of a house “in this country,” thereby assimilating the positions of foreign and domestic factors, but by art. 1715 of the C. C. of L.- C, the difference in our law between such factors is clearly shown. The niandatory, acting in the name of the mandator and within the bounds of the mandate, is not personally liable to third persons with whom he contracts, except in the cases of factors specified in art 1738 of C. C. of L.-C. viz.: “ A factor whose principal resides in another country is per- “ sonally liable to third persons with whom he contracts,
