in a state other than that where he usually practices, should look up the laws in force in the second state and ascertain their requirements with respect to registration. The states differ in the stringency of their registration laws. It is only by having the laws examined that the architect can tell whether they are applicable to him, and whether it is necessary for him to register, for a given piece of work and, if so, how the registration is to be made. A New York firm, for instance, being employed to do work in another state, must ascertain what the laws of that state are before it can know whether the work in hand can be done without the formality of registration, in the other state, as well as in New York. Often, where such a registration is demanded, the issue may be met by having the plans filed in the name of someone who is a registered architect in the neighboring state.

If an architect in New York is employed to prepare the plans only, and is not called upon to visit the state where the work is being done to supervise it, and the actual work on the plans is all carried out in New York, he will not, as a rule, be said to be practicing in the other state. If, however, he is called upon to go into the other state and there supervise the work, this condition may be changed and he may come within the scope of the registration laws of that state. It is all a question of degree, to be determined by the facts in each case and by the laws applicable thereto.

The modern tendency to conduct business by corporations has appeared in the professions as well as in business itself. In the legal profession, we have title companies and companies to aid in the formation of corporations, in the medical profession we find various corporations carrying on certain phases of the work formerly done by general practitioners and,

in the architectural profession, corporations organized to practice architecture and engaged in the active practice of that profession. Where a corporation is engaged in the practice of architecture, it will be found that the usual course, so far as the registration laws are concerned, will be for it to file its plans in the name of one of its officers, who is a registered architect, or of some other registered architect, and in this way, comply with the state requirements.

If the law of a certain state is so framed as to make the requirements for registration apply only if the corporation is doing business in the state, another question of law is presented.

"Doing business," within the meaning of the law, is a different thing from doing business as the ordinary layman would understand that term. The statute of a state may be explicit and state that any corporation, conducting business in the state, must meet certain technical requirements, which are specified and, in default of its doing so, will be subject to certain penalties or forfeiture of rights. The courts, in construing such a statute, have very generally held that merely having an office in a state or conducting certain operations within the state is not necessarily doing business in the state. Where, for example, a New York corporation conducting the practice of architecture makes the contract for its services in New York State, and has its office in New York State, and prepares its plans in New York state, it will not under the laws of many states, be considered as doing business in them, because in carrying out the work it is called upon to supervise the construction in the other states, and to send its representatives into the other states for this purpose. Each case depends upon the facts, and upon the laws of the states involved.

CHAPTER XIII.

THE ARCHITECT AS AGENT.

Dangers which characterize the agency of the architect.-Specific and implied agencies.-Clear agency authority essential.— Cautions.

We have had occasion in the preceding chapters to refer to some of the phases of the architect's agency. The question is important enough, however, to merit a separate, if brief, discussion. The agency of the architect for the owner is a phase of his work which carries with it many potential dangers. It is well that the architect should understand the more important of the agency rules involved in his practice and the difficulties with which he may be met, if he undertakes to disregard them.

An agency may be specific or implied. The only agency which the architect can safely proceed under is a specific agency. He should not at any time, in the absence of a specific statement from the owner, assume that he has powers to represent the owner as an agent, other than those which have been specifically delegated to him. It is quite natural that an architect may assume that certain of the powers given to him, as for instance the power to supervise, carry with them, by implication, other agency powers beyond those which legally he is entitled to exercise. No architect should indulge in any assumptions, in a matter of this kind. Authority to supervise the erection of a building does not give to the architect authority to make any new contracts in connection with the work and binding upon the

owner. It does not give to him the right to employ any new contractor to do work already undertaken by the original contractor, or to substitute any subcontractor for the general contractor, or, if a form for orders and certificates is provided in the original contract, to in any way vary this form. If the architect proposes to assume any of these additional powers he can only be protected in so doing by securing the specific and written consent and approval of the owner to this effect.

In the exercise of any authority which has been granted, the agent who would be on the safe side must be diligent to act strictly within the terms of the authority given and not in any way to pass beyond the limits set by them. The architect as agent must follow this rule and be careful not to authorize extras, or changes, or allow any departure from the terms of the contract, without the written approval of the owner. He must remember, also, that any authorization, included in the contract, will be construed in the light of all the provisions of the contract. It may well be altered by certain of the other provisions, in such a way as to make its legal effect quite different from that which the architect assumes it to be.

The only safe rule is to secure specific and clear authority for any act which you perform with respect to any matter on which you have doubt of your full authority. Do not trust to the fact that the owner may, at a later date, approve and ratify the action which you have taken. Except in the case of emergencies, where the owner is not available and an instant decision in his interest is demanded, and the architect has a somewhat broadened authority, there is no reason why specific authority cannot be secured and the architect adequately safeguarded. In the issuance of certificates, as in the authoriza

tion of extras, the architect must be guided by the terms of his employment and not by possible feelings of sympathy for the contractor, or by other considerations. He must remember, also, that any extras performed prior to the execution of the contract may be considered as merged in the contract, when executed, and not, therefore, the subject of proper extra allowances.

The ordinary contract for the employment of an architect unquestionably appoints him as the agent of the owner. It appoints him as this agent, however, only for specific purposes and within definite limits. His rights of decision as arbitrator and his rights, as the owner's representative, in supervising the work, are all limited and defined by the understanding under which he is acting. It is not a matter of great difficulty for him to analyze, when the work is undertaken, the extent of the authority which is given to him and fix in mind its limitations. If these are too stringent, the time to change them is when the contract is being made. If they are not changed at that time, whatever authority may be needed thereafter, to authorize an extension of the powers originally extended, should be invariably secured before the architect undertakes to extend his agency powers, or to act for the owner on any point upon which the owner has not granted to him the authority to act. In any case where substantial sums are involved the architect should be reluctant to act for the client in preparing the contract between the latter and the contractor. This contract is filled with provisions which are matters for the lawyer and not for the architect. The architect, for example, will have ordinarily little knowledge of the legal requirements of the liquidated damage clause. Unless this is properly drawn, the courts may construe the clause as calling for a penalty and, if so, will hold it to be