Uhap. II]

PRINCIPAL AND AGENT

179

case, and In many other analogous relations which subsist amongmen, such as lawyer and client, guardian and ward, trustee andbeneficiary, (that is, the person beneficially interested,) is “ that,wherever confidence is reposed, and one party has it in hispower, in a secret manner, for his own advantage, to sacrificethose interests which he is bound to protect, he shall not be per-mitted to hold any such advantage.”* Further, the law inter-poses, upon “ a motive of general public policy, and in a certaindegree gives protection to the parties against the effects of over-weening confidence, and self-delusion, and the infirmities ofhasty and precipitate judgment.” And, although courts of jus-tice “ do not sit, or affect to sit, in judgment upon cases, as cus-todes morum , enforcing the strict rules of morality ,” yet theymaintain, that, “if confidence is reposed, it must be faithfullyacted upon, and preserved from any mixture of imposition ; if in-fluence is acquired, it must be kept free from the taint of selfishinterests, and cunning and overreaching bargains ; if the meansof personal control are given, they must be always restrained topurposes of good faith and personal good.” f

“ In all cases,’’ says Mr. Justice Story, “ the principal con-tracts for the aid and benefit of the skill and judgment of theagent ; and the habitual confidence reposed in the latter makesall his acts and statements possess a commanding influence overthe former. Indeed, in such cases, the agent too often so en-tirely misleads the judgment of his principal, that, while he isseeking his own peculiar advantage, he seems too often but con-sulting the advantage and interest of his principal ; placing him-self in the odious predicament, so strongly stigmatized by Cicero ;Totius autem injustitim nulla capitalior est , quam eorum, qui,cum maxime fallunt , id agunt, ut viri boni esse videanturf Itis, therefore, for the common security of all mankind,” continueshe, “ that gifts procured by agents, and purchases made by them

* See Story on “Constructive Fraud,” in his Commentaries on Equity Ju-risprudence, Vol. I. pp. 305, 319, 320.

t Idem.

| De Officiis, Lib I. c. 13. Translated thus; “ No class of men are guilty ofmore flagrant injustice than those, who, in the midst of their wrong conduct,so disguise it, as, at the same time, to wear the garb and put on the appearanceof upright men.”