276 SECRETARIAL PRACTICE

Application
of Local
Laws.

Alternative
Interpre-
tations.

Attorney’s
Signature.

unaware of the usages of a market, engages a broker on that
market, he authorises that broker to contract on the footing
of such usages as are reasonable and do not alter the nature
of the contract [Perry v. Barnett (1885), 15 Q.B.D. 388].

The general rule of law is that the authority of the agent, in
the absence of evidence of a contrary intention, is to be
determined according to the law of the country where the
agency was created. But the Court will do its best to as-
certain the intention of the grantor; for a power of attorney
as was stated by Lord Lindley in Chatenay v. Brazilian
Telegraph Company (1891), 1 Q.B. 79, is ‘a one-sided instru-
ment, an instrument which expresses the meaning of the
person who makes it, but is not in any sense a contract.’
The judgments in this case show that if a power of attorney
is granted abroad, and even though it is written in a foreign
language and drafted in a foreign form, then, when once
it is ascertained from the evidence of competent translators
and experts that it is the intention of the grantor that it
should be acted upon in England, the extent of the authority,
so far as transactions in England are concerned, must be
determined by English law.

Where a power admits of two different interpretations,
the attorney is within his right to adopt consistently the
interpretation which to him seems best; “if a principal gives
anorder to an agent in such uncertain terms as to besusceptible
of two different meanings, and the agent bona fide adopts one
of them and acts upon it, it is not competent for the principal
to repudiate the act as unauthorized because he meant the
order to be read in the other sense of which it is equally
capable’ [Ireland v. Livingstone (1872), 5 H.L. 395, at p. 416].
Where, however, there is a choice between a definite and an
indefinite construction of the instrument, the attorney is
bound to act upon the definite construction [Bertram Vv.
Godfray (1830), T Knapp, 381].

The Law of Property Act 1925, s. 123, declares that ‘the
donee of a power of attorney may, if he thinks fit, execute
or do any assurance, instrument, or thing in and with his
own name and signature and under his own seal, where
sealing is required, by the authority of the donor of the
power; and every assurance, instrument or thing so executed
and done shall be as effectual in law, to all intents, as if
it had been executed or done by the donee of the power in
the name and with the signature and seal of the donor thereof.’
The words ‘by the authority of the donor of the power’
have led to the contention that the section can only apply
to an instrument in which the principal has expressly stated