trust, he is disqualified from placing himself in a situation incompatible with the honest discharge of his duty. If such a purchase can be sustained, it must be where the agent makes it fully appear, both that he furnished his employer with all the knowledge he possessed, and also that he was known to be the purchaser. The rule is, that an agent shall not purchase from himself.

RIGHTS OF VENDOR AGAINST PURCHASER AT AUCTION.

A vendor, after contracting to sell, has a lien on the goods, which entitles him to the possession until the price is paid, unless it has been agreed between the parties that a certain time shall be given for payment. Although when a bargain is struck, the property in goods is transferred to the purchaser, and that of the price to the seller, yet the vendee cannot take them until he tenders the price agreed on. The payment of earnest-money does not remove the lien, but only diminishes it so much.

There does not appear to be any case of stoppage in transitu between vendor and vendee upon a sale at auction; but the ordinary rules of law would apply. The right of resuming the possession of property by the vendor, during the course of its conveyance to the vendee, in the event of the insolvency of the latter, is called stoppage in transitu. This is an interesting topic, to which we can but allude at this time; we may, however, add, that this right of stoppage does not proceed upon the ground of rescinding the contract, but it is an equitable lien, adopted for the purposes of substantial justice; this right is not taken away by a part payment of the price of the goods by the consignee.

The vendor may bring an action for the price of goods sold, against the purchaser, or it may be brought by the auctioneer; but it may be resisted in the latter case, if the auctioneer has committed an act which would have invalidated the contract if it had proceeded from the vendor. If a person purchase goods of a factor, knowing him to have made the sale in that capacity, in an action by the factor for the price, the defendant cannot set off a demand which he may have against the plaintiff; but if an auctioneer does not disclose the name of his principal, but delivers the goods in his own name, and the purchaser does not know that he is acting as agent, the buyer would probably have a right to set off a debt due from the auctioneer, in an action brought against him by the principal for the price of the goods. If, however, he should disclose the name of his principal before payment, or before the whole of the goods were delivered, although he did not disclose his agency at the sale, the effect would be the same as if the name of his principal had been stated before the sale. If an auctioneer become bankrupt after he has effected a sale, the vendor may maintain an action against the purchaser for the purchase-money, if it has not been paid to the auctioneer; or if the vendor gives notice to the purchaser not to pay it to the auctioneer, and the purchaser, notwithstanding such notice, subsequently pays it to the auctioneer, he will be liable to pay it to the principal also. When the contract for the sale of goods is completed by the assent of both parties, the property in the goods is so far transferred to the vendee, as to give him a complete right of property in them, and a right to the possession of them on payment of the price agreed upon, but he cannot take the goods until he tenders the price. It is difficult to ascertain the

particular period when the property in goods passes from the vendor to the vendee. What is sufficient to vest the property in the vendee, is not always sufficient to deprive the vendor of his lien for the price; what might be sufficient, in the absence of insolvency, to confer a right to possession, is not always sufficient to deprive the vendor of the right of stoppage in transitu. This point is of importance in cases where the property is destroyed. It appears to be well settled, that a purchaser, from the time of the purchase, is in equity owner of the estate; that he must pay the consideration money, if the estate be injured or destroyed by fire or otherwise, between the time of the contract and the conveyance; and upon the same principle, that he will be entitled to any benefit which may accrue to the estate during the same period. Goods sold remain at the risk of the seller, where something remains to be done, as between the buyer and seller, as for the purpose of ascertaining either the quantity or price of the article sold; because there is no delivery, the property does not pass though the price be in part paid; if there be a part delivery, the other part not yet ascertained will not pass. There need not be an express agreement that something farther shall be done; it is enough if it appear, from the circumstances of the case, to be necessary. But when the goods are sold, and nothing farther remains to be done to them by the seller, the property in such goods will be changed by the sale, and they will be at the risk of the purchaser.

The statute of New York in relation to principals and factors, has materially changed the law formerly applicable to them; in certain cases it deems the agent or factor to be the true owner, so far as to give validity to his contracts; but subjects him to a penalty if he dispose of property entrusted to him, to his own use, with the intent to defraud the true owner. The statute impairs the common law right of owners; for they might follow their property into the hands of third persons, where it had been transferred or disposed of by an agent contrary to his instructions or duty, and reclaim it unconditionally.

OF THE RIGHTS OF THE PURCHASER AT AUCTION.

If a deposit is paid on a purchase, and the owner fails to comply with the conditions of sale, the purchaser may either affirm the agreement by bringing an action for the non-performance of it, or he may disaffirm the agreement, and maintain an action against the vendor for his money. Where a person buys at auction several lots, it is an entire contract; that is, the several lots are purchased with the view of making them a joint concern; and if the vendor fails in making a title to any one of the lots, the purchaser may refuse to take the others.

If a chattel be sold with all faults, and yet there are latent defects which it was impossible for the purchaser to discover by means used by the vendor, the vendee may set aside the contract.

An unconditional contract of sale, when once made, cannot be dissolved, except by the consent of the parties to it, or for fraud. But at a sale by public auction, when no credit is given, if the buyer depart without paying for or receiving the goods by delivery, the contract may be treated by the auctioneer as null, and he may sell the goods to another. But where the contract is complete, if the buyer refuse to take and pay for the goods purchased by him, the vendor, to enforce payment of the

purchase-money, for which he has a lien, may resell the goods, and claim for the loss and damage, if he sustains any upon the resale.

A purchaser who is insolvent, may, before the goods come into his actual possession, or even afterwards, if he take possession only for the vendor, rescind the contract, with the consent of the seller; but where goods have been actually received into the possession of the purchaser, and accepted by him as owner, he cannot rescind the contract, and by returning them to the seller prevent their being applied in satisfaction of his general debts. Insolvency does not operate a dissolution of the contract. A contract of sale cannot be rescinded after a complete acceptance of the goods by the purchaser, except there be an original agreement that he may be at liberty to rescind in such case, or unless both parties, where the interest of a third party is not concerned, consent to rescind it, or it turn out to be a case of fraud. And, even in the case of fraud, if the purchaser, after the discovery of the fraud, continue to deal with the article as his own, he cannot afterwards rescind the contract. The purchaser must rescind within a reasonable time.

In general, whenever a person, in order to obtain an undue advantage in a sale, by word or deed, intentionally misrepresents, or conceals, or produces a false impression, in regard to a material fact, forming an inducement to the contract, and touching a matter, in respect to which a known trust or confidence is properly placed in him by the other contracting parties, who are ignorant of the fact misrepresented or concealed, the contract or sale may be vacated by the party imposed upon, for fraud. A sale of property procured to be made by false pretences or criminal fraud does not effect a change of the property.

If the vendor fails to comply with the conditions of sale, the vendee may maintain an action for such non-compliance, or he may rescind the contract. Specific performance of a contract by a competent party, and in its nature and circumstances unobjectionable, is as much a matter of course in equity, as damages at law.

If the purchaser knows that an auctioneer made the sale in that capacity, in an action by the auctioneer for the price, the purchaser canuot set off a demand which he may have against the auctioneer.

It is not uncommon for a deposit to be made at sales by auction. A deposit is a payment in part of the purchase-money, and not a pledge only; the auctioneer is, however, the stake-holder, till the sale is completed, and he cannot legally part with it to the vendor or purchaser before that time, except by their consent. If the vendor fail to comply with, and perform the conditions necessary to complete the contract on his part, the deposit may be recovered from the auctioneer; although, in general, he will not be liable to pay interest upon it. If, however, a deposit is paid into the hands of an auctioneer, so far as respects any risk to the deposit, he is only the agent of the vendor; and if the auctioneer become insolvent, the loss must be borne by the vendor.

In conclusion, it may be remarked, that an auctioneer is bound by his duty to obtain the best price which the property is fairly worth, and not to sell at a less price or in a different manner than is specified in his instructions, unless compliance with his instructions would operate as a fraud upon others. If his instructions are unlimited, he must pursue the accustomed course of business. He must possess a competent degree of skill, and is liable for losses sustained by his incapacity. If he ex

ceed his authority, and loss ensue, he must bear it, unless his principal recognise his acts; if any gain result, he must account for it. If he be without special instructions to sell for cash alone, and not on credit, he may sell on credit, for the period usual in the market. If goods be entrusted to him to dispose on particular terms, if a compliance with those terms should prove to be impracticable, he is not liable, if he in good faith dispose of the goods in some other manner. His conduct, when no fraud is chargeable, should receive a liberal and favorable construction. If he sell on credit, and the vendee becomes insolvent before the demand falls due, he will not be liable, if he exercised due diligence to ascertain the solvency of the purchaser. If he sell several parcels of goods belonging to several of his principals, on a credit, to one person, and take one note from the vendee for the whole, payable to himself, he would not, from this circumstance alone, be personally liable to his principals; but, if he should sell goods of his principal and take a bond to himself for the amount, including a debt of his own, he would be liable to his principal for money had and received, though nothing in fact may have been received by him. When, for an additional compensation in case of sale, he undertakes to guaranty to his principal the payment of the debt due by the buyer, he receives a del credere commission, an Italian phrase, whose signification is exactly equivalent to our word guaranty or warranty. If he receive a del credere commission, he is liable to his principal; if the buyer fails to pay, he is not primarily the debtor.

In bringing these suggestions to a close, it may be added, that some of the authorities maintain, if an auctioneer dispose of property without having a sufficient authority for so doing, so that the purchaser is unable to obtain the benefit of his purchase, the auctioneer will be liable for the costs the purchaser may be put to. It is also recommended, that an auctioneer ought generally to state in advertisements that the property will be sold at the time and place designated, unless previously sold by private contract, in which case, notice of the sale will be immediately given to the public; if the property be disposed of by private con tract, the auctioneer should immediately give notice of such disposition; if he does not, it is said, that any person who attends at the place appointed for the sale, will be entitled to recover against the vendor or auctioneer any expenses he may have thereby incurred.

ART. IV-THE HARBORS OF NORTH AMERICA.

Natural facilities for the formation of Harbors on the American Coast-TidesConstruction of Quays and Jetties-Cranes-Graving Docks-Screw DocksHydraulic Docks-Landing Slips, &c.-New York-Boston-Philadelphia-Baltimore-Charleston-New Orleans-Quebec-Montreal-Halifax.

THE eastern and southern coasts of North America are indented by numerous bays and sheltered sounds, which afford natural facilities for the formation of harbors more commodious than any which works of art alone, however costly, could possibly supply, and to an extent of which, perhaps, no other quarter of the globe can boast. The noble rivers with which this country abounds, and its inland lakes, which, for expanse, de

serve the name of seas, are subjects of great interest to the general traveller; but to the civil engineer, who is more alive to the importance of deep water and good shelter in the formation of harbors, and who, at every step in the exercise of his profession, feels the difficulty, and is made aware of the expense, which attend the attainment of these indispensable qualities by artificial means, the natural harbors of the continent of North America afford a most interesting and instructive subject of contemplation.

The

The original founders of the sea-port towns on this coast appear to have been very judicious in their selection of situations for forming their settlements. The towns, if not placed at the mouths of fine navigable rivers, in most cases possess the advantages of sheltered anchorages, with deep water, and accommodation for all classes of vessels. chief object in founding most of the towns, seems to have been the formation of a port for shipping, or the cultivation of a valuable adjacent tract of country watered by a navigable river; in which latter case the harbors do not always possess the same natural advantages, but stand in need of works for their improvement, which would involve a greater expenditure of capital, and occupy more time in their execution, than a country, as yet new in the arts, has been disposed to bestow upon them. Viewing the harbors of America generally, however, no one can fail to be struck with their importance, and, in connexion with its inland navigation, convinced of their mighty effect in advancing the prosperity of that enterprising country.

The largest ports of North America are Quebec, Halifax, and Montreal, in the British dominions, and Boston, New York, Philadelphia, Baltimore, Charleston, and New Orleans, in the United States. Besides these ports, there are many towns on the coast, of later origin, having less trade and importance, but nevertheless possessing splendid natural facilities for the formation of harbors.

I was fortunate enough to visit many of the American ports, and in most of them, I found that accommodation for vessels of great burden had been obtained in so satisfactory a manner, and at so small an expense, as could not fail to strike with astonishment all who have seen the enormously costly docks of London and Liverpool, and the stupendous asylum harbors of Plymouth, Kingstown, and Cherbourg. I have little hesitation in saying, that the smallest of the post-office packet stations in the Irish Sea has required a much larger expenditure of capital, than the Americans have invested in the formation of harbor accommodation for trading vessels along a line of coast of no less than 4,000 miles, extending from the Gulf of St. Lawrence to the Mississippi.

The American packet-ships trading between New York and the ports of London, Liverpool, and Havre, are generally allowed to be the finest class of merchant-vessels at present navigating the ocean; and for their accommodation we find in England the splendid docks of London and Liverpool, and in France the docks of Havre. An European naturally concludes that a berthage no less commodious and costly awaits their arrival in the ports to which they sail; but great will be his astonishment when, on reaching New York, the same fine vessel which lately graced the solid stone-docks of Europe, is moored by bow and stern to a wooden quay; and, on leaving the vessel, he will not fail to miss the shade of a covered verandah enclosed within high walls, the characteristic of a