The language of the Authorization is clear x x x There is only one express

The language of the authorization is clear x x x

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be determined on the basis thereof. The language of the Authorization is clear. x x x There is only one express power granted to Savellon, viz., to use the coal operating contract for any legitimate purpose it may serve. The enumerated “five prerogatives’’ — to employ the term used by the Court of Appeals — are nothing but the specific prerogative subsumed under or classified as part of or as examples of the power to use the coal operating contract. The clause “but not by way of limitation’’ which precedes the enumeration could only refer to or contemplate other prerogatives which must exclusively pertain or relate or be germane to the power to use the coal operating contract. The conclusion then of the Court of Appeals that the Authorization includes the power to enter into the Trip Charter Party because the “five prerogatives’’ are prefaced by such clause, is seriously flawed. It fails to note that the broadest scope of Savellon’s authority is limited to the use of the coal operating contract and the clause cannot contemplate any other power not included in the enumeration or which are unrelated either to the power to use the coal operating contract or to those already enumerated. In short, while the clause allows some room for flexibility, it can comprehend only additional prerogatives falling within the primary power and within the same class as those enumerated. The trial court, however, went further by hastily making a sweeping conclusion that “a company such as a coal mining company is not prohibited to engage in entering into a Trip Charter Party contract.’’ But what the trial court failed to consider was that there is no evidence at all that Bacaltos Coal Art. 1900 OBLIGATIONS OF THE AGENT
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AGENCY 500 Mines as a coal mining company owns and operates vessels, and even if it owned any such vessels, that it was allowed to charter or lease them.’’ (3) Authorization, a special power of attorney. — “The trial court also failed to note that the Authorization is not a general power of attorney . It is a special power of attorney for it refers to a clear mandate specifically authorizing the performance of a specific power and of express acts subsumed therein. In short, both courts below unreasonably expanded the express terms of or otherwise gave unrestricted meaning to a clause which was precisely intended to prevent unwarranted and unlimited expansion of the powers entrusted to Savellon.’’ (4) SMC failed to exercise due diligence and prudence. — “The suggestion of the Court of Appeals that there is obscurity in the Authorization which must be construed against German Bacaltos because he prepared the Authorization has no leg to stand on inasmuch as there is no obscurity or ambiguity in the instrument. If any obscurity or ambiguity indeed existed, then there will be more reason to place SMC on guard and for it to exercise due diligence in seeking clarification or enlightenment thereon, for that was part of its duty to discover upon its peril the nature and extent of Savellon’s written agency. Unfortunately,
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