24 rnnmaan nnronrnn.
the notice to terminate the agency. It was admitted on the argument,
however, that it was done by the defendant. But the omission is not
material, as the subsequent relation of the parties and that of the plain-
tiff to the loans then made and outstanding would be the same in either
case. Neither is it alleged that the defendant has refused to allow the
plaintiff to collect the interest on these loans and retain the commission
· for its services, but on the argument the refusal was taken for granted,
and for the purpose of the demurrer will be so considered. .
The provision- of the agreement concerning the limitation of the agency,
leaving out the added clause, commencing, "so that the loans," is neither
obscure nor ambiguous. The object of this clause seems to be to state
the reason for requiring notice of the termination of the agency. But it
is not apparent how it qualities the language or effect of the provision for
notice. If it has any meaning or purpose,—which counsel would not un-
dertake t0,say,—-it may be this: the plaintiff will thereby have time to
look "elsewhere" for money with which to make loans it may be nego-
tiating when the notice is received. Still the use of the words "directed"
and "applied," in that connection, are very vague and purposeless, and
it is not at all certain what the writer of the clause had in his mind, or
thatthe parties to the instrument had, when they executed it, any idea
of its significance or purpose.
There being no provision in the contract for the continuance of the
agency for any prescribed period, it might, but for the provision con-
’ ceming notice, have been terminated at the pleasure of either party. As
a restraint on this right, and to prevent the inconvenience that might fol-
low from a sudden rupture of the relation between the parties, the clause
requiring notice was inserted. It`, notwithstanding the termination of
the agency, there is still left to the plaintiff an interest in or control over
the business of the then outstanding loans, it is not recognized or provided
for where it would most naturally be found,—in the provision concerning
the termination of the employment.
Neither is there anything in the nature or purpose of the contract, or
in any of the other provisions therein, which gives support to the prop-
osition, but on the contrary, the agency was merely for the negotiation of
specific loans, and the collection thereof when due, for which the agent
was to receive a commission of 1% per centum yearly on the whole amount
then loaned and outstanding, and a further percentage of 1 per cent. on
such loans in consideration of saving the defendant from the payment of
taxes on the same. When the agent had a proposition for a loan the
same was forwarded to the principal, in‘Scotland, when, if it was accepted
by the latter, a sum equal thereto was placed to the credit of the agent on
the books of the principal, for which the former then drew on the latter.
All notes and mortgages received on loans were required to be immedi-
ately forwarded to the principal, where they were kept until returned,
when due, for collection. i
But it is claimed that the plaintiff, as to the outstanding loans nego-
tiated by it, is an agent with an interest, and therefore the agency is so
far irrevocable. ’