This action was brought by the appellant, an Illinois corporation, engaged in a general fruit and brokerage business, against the defendant, a corporation organized under the laws of California, and engaged in the production of onions in the county of Riverside, state of California.

The action was brought to recover from the defendant damages for alleged loss of profits arising from breach of contracts purported to have been entered into between the plaintiff and defendant corporation. The appeal is by the plaintiff from a judgment in favor of defendant and denying plaintiff the relief asked for.

The alleged contracts in question purport to have been entered into with the plaintiff by one W. L. Benchley, doing business under the name of Benchley Fruit Company, in behalf of and as the alleged authorized agent of defendant company. The whole controversy rests upon the authority of Benchley to obligate the defendant by these contracts. The agency, if it existed, was created by the following agreement:

The foregoing agreement undoubtedly created a sales agency, whereby W. L. Benchley, as the Benchley Fruit Company, was empowered to enter into contracts with the plaintiffs, or other brokers in that line of business, for the disposal of the defendant company’s 1923 onion crop. But this agency agreement, while it created the relation of principal and agent, also put its express limitations upon the agent’s powers.

As to the first fifty carloads of onions, a sales price of $1.50 per crate net, f. o. b. at loading point, Coachella Valley, is required, with seventy-five cents per crate of the purchase money to be deposited upon the execution of the agency contract and a bank guarantee to be given on the remaining seventy-five cents per crate at the date of delivery of the onions; any subsequent sales are to be made subject to the right of the onion company to decide when and in what amounts to ship, and with the exception of sales made at auction, to decide prior to the sale the price the onion company was willing to accept.

Under this sales agreement Benchley proceeded to execute, with the plaintiff corporation, the two contracts in question, which are the basis of this action.

One is of date March 12, 1923, shown in the record as Plaintiff’s Exhibit “B,” wherein it is recited that the Benchley Fruit Company, acting as agent for the Coachella Valley Onion Growers’ Association, as party of the first part, contracts to sell to the plaintiff, John A. Eek Company, as party of the second part, fifty carloads of onions, at a guaranteed price of seventy-five cents per crate, f. o. b. Coachella, California, the party of the second part guaranteeing to the party of the first part an average of seventy-five cents per crate, and that any overage that shall be received on marketing the onions shall be the money of the party of the first part, after deducting seven per cent commission on the gross sale of each car. This contract also provides that the shipping dates on the onions shall be from the first shipments from Coachella district, right through the shipping season, at not to exceed a maximum of five cars, or less than a minimum of three cars per day, weather conditions, crop maturity and railroad facilities permitting, and that the party of the second part will have free and unrestricted right to sell all these onions through their Chicago office “as they roll,” and that they are expected' to get the prevailing market price for Coachella Valley onions at the time the sale is made, they, however, to use their own judgment and discretion in making these sales, and are free and are authorized to handle to the best of their judgment and ability.

The second contract, which is of date March 14, 1923, contains the same recitals as to parties as the first, and is for the sale to the plaintiff corporation of an additional fifty carloads of Coachella onions at a guaranteed price averaging seventy-five cents per crate, and all additional amounts received from the marketing of the onions in excess of seventy-five cents per crate, after deducting the agreed commission of seven per cent to be paid to the party of the first part; the shipping conditions are practically the same in both contracts, commencing with the first shipments from the Coachella district, and continuing it not to exceed a maximum of five cars daily, with a minimum of three cars per day.

Neither of these contracts is executed in the name of the Coachella Valley Onion Growers’ Association, but they are signed, respectively, “Benchley Fruit Company, per W. L. Benchley; John A. Eck Company, per H. A. Eck, Sec'y.”

It may be reasonably questioned, under the circumstances of the execution of these two contracts, if they were intended to create an original and primary contractual liability between the Coachella Valley Onion Growers’ Association and the John A. Eck Company.

However that may be, it clearly appears that the Benchley Company intended by these contracts to bind its principal, the Coachella Valley Onion Growers’ Association, and it is also obvious that each of the agreements contained material provisions, not only in excess of but in direct violation of limitations placed on the agent’s powers under the sales agency contract. The sales agency agreement expressly stipulates a sales price of $1.50 per crate on the first consignment of fifty carloads of onions, and as to all further sales reserves to the onion company the right to determine in advance the sales price it is willing to accept, and when and in what amounts shipments shall be made.

It further appears from the record that the plaintiff corporation, before or at the time the sales contracts were entered into, had before it the sales agency agreement under which the Benchley Company was purporting to act:

The sales contracts contain a number of provisions with reference to escrows of amounts to be advanced on the purchase price of the onions and other conditions which, while not directly provided for in the agency agreement with the Benchley Company, may be said to come within the incidental and implied authority of an agent, but there can be no question that the deviation from the stipulated price at which the product was to be sold, and the time and quantity in which the onions were to be shipped, unless subsequently ratified by the principal, justified the repudiation of these contracts when brought to the attention of the defendant corporation.

The trial court finds, in effect, that the contracts in question sued on here were not enforceable against defendant.

The only remaining question is as to whether the defendant company, by its conduct subsequent to the execution of these contracts, ratified the unauthorized acts of its agents or is estopped from disputing the agent’s authority.

It is contended by appellant that there was unreasonable and unnecessary delay on the part of the respondent in repudiating the sales contracts made by the Benchley Company. The contracts were executed, respectively, on the 12th and 14th of March, 1923. The respondents repudiated these contracts and refused to perform under them on the twenty-third day of April, 1923. There is no evidence that respondent had any actual knowledge of the terms and conditions of these contracts prior to that date. There is testimony in the record that on or about March 20th, in a telephone conversation beween one Webster, connected with the Benchley Company, and a Mr. Kyle, assistant secretary of the defendant company, Kyle was informed that Mr. Benchley had made a very advantageous contract with the plaintiff company. It is not claimed that this was more than a casual conversation, or that any details of the contract were given. Benjamin L. Cleary, president of the defendant corporation, testified that at no time prior to April 23, 1923, had his company received any notice or information concerning the terms of the contracts from either Benchley or the plaintiff. He admits that about the middle of April these contracts were referred to at a meeting of the board of directors, but that the wording was not indicated, and he does not think the name of Bek was mentioned. Charles B. Jones, secretary of the defendant company testified: “We were not informed of contracts until receipt of telegram from plaintiff April 23d, and that no contract with plaintiff was mentioned on April 16th in the conversation between Benchley and the board of directors.”

We are satisfied that up to the time of the repudiation of these contracts with the plaintiff corporation the defendants were in the possession of no actual knowledge of the terms of the contracts that had been entered into by its agent which indicated unnecessary delay or other elements of estoppel to repudiate liability thereunder.

Was respondent in the possession .of such imputed knowledge arising from the fact that the Benchley Company was its agent for effecting a sale of this onion, crop as to constitute notice of the contents of the agreements entered into in excess and in violation of the terms of such agency? The general rule is well settled that the knowledge of the agent, in the course of his agency, is the knowledge of the principal, but we are satisfied that this rule will not apply to the provisions of a contract entered into by the agent beyond the scope of his employment.

This limitation is laid down in 1 Cal. Jur., page 849, section 126, as follows: “Knowledge of the agent is not knowledge of the principal as to matters not within the scope of the agent’s authority. Thus, where the agency is special, rather than general, the principal is not bound by the knowledge of the agent as to acts outside the scope of his authority. The doctrine manifestly cannot be maintained that the principal, if he has knowledge of the exercis.e by the agent of certain powers, is bound by the act of the agent, and that he must be held to have such knowledge from the fact that the agent knows of it himself. Such doctrine would place it within the power of an agent to bind the principal to any course of conduct, however foreign or obnoxious to the authority actually conferred.” (Westerfield v. New York Life Ins. Co., 129 Cal. 68, 79 [ 58 Pac. 92 , 61 Pac. 667 ]; Raleigh v. Lee, 26 Cal. App. 229 [ 146 Pac. 696 ].)

The authorities cited by appellant are in support of the doctrine of imputed notice, but no further than its application to matters within the knowledge of the agent transpiring in the course of his agency. (Shamlian v. Wells, 197 Cal. 716 [ 242 Pac. 483 ].)

When an actual agency exists and the principal has knowledge that the agent has transcended his authority, the liability of the principal to be held to a ratification of the unauthorized act by acquiescence is much greater than it would be in a case where an utter stranger had assumed to act as agent without authority. But this rule would only apply in case of actual knowledge or notice of the agent’s unauthorized act.

Moreover, in this case the evidence discloses that the plaintiff corporation was informed as to the limitations on the power of the Benchley Company to contract, and with this knowledge in their possession ordinary prudence and diligence would call for prompt action on their part to obtain some confirmation of the agent’s unauthorized acts before relying upon their acceptance by the principal.

The finding of the court that the contracts sued on were not the contracts of the defendant is supported by the evidence. The other findings complained of by the appellant follow necessarily the nonexistence of an enforceable contractual relation.

The judgment is affirmed.

Barnard, J., concurred.

Marks, J., deeming himself disqualified in the foregoing ease, did not join in the consideration of the decision.