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15 Cards in this Set

  • Front
  • Back
When does a Principal-Agent Relationship exist?
Assent - an informal agreement between principal who has capacity and the agent

Benefit - The agent conduct must be for the principal's benefit

Control - The Principal must have control over the agent by having the power to supervise the manner of agent's performance
What is liability for Principal over Sub-Agents and Borrowed Agents?
None unless there is ABC.

For subagent we don't usually have A or C, for borrowed agent we don't usually have C.
How to distinguish Agent from Independent Contractor?
No right to control independent contractor because there is no power to supervise the manner of its performance.
What is Principal's liability for Independent Contractor?
No vicarious Liability for independent contractor's torts except for:

1) ultra hazardous activity and
2) Estoppel - if you "hold out" independent contractor with appearance of agency you are estopped from denying liability
How to determine whether acts fall within scope of Agent's authority under Principal?
-Was conduct "of the kind" agent was hired to perform?
-Did tort occur "on the job" (Frolic vs Detour)
-Did the agent intend to benefit the principal
What is Liability of principal for Ks entered by agents
§ Principal is liable for contracts entered into by its agent if the principal authorized the agent to enter the contract
What are the four types of authority for principal-agent K?
Actual Express, Actual Implied, Apparent, Ratification
Actual Express Authority & how to revoke?
Oral, Private, Narrow - note "equal dignity rule" exception.

Can revoke with 1) death or incapacity of principal, 2) unilateral act of either party
Actual Implied Authority?
Authority which agent reasonably believes he has because of 1) necessity, 2) custom, 3) prior dealings between P and A
Apparent Authority
2 part test:
1) principal cloaked agent with the appearance of authority
2) hird party reasonably relies on appearance of authority.

note: secret limiting instruction and lingering authority
Principal has knowledge of all material facts regarding the K AND
Principal accepted its benefits
Exception - ratification cannot alter the terms of the K (else authority is void)
Rules of liability on the K (with regard to Agent/Principal)
If no authority, principal not liable on the K. If no authority, agent is liable for K
If authority, principal is liable on the K. If authority, agent is not liable on the K
Liability for partially disclosed / undisclosed Principal when Agent enters into a K?
Exception - if prinicpal is partially disclosed or undisclosed, the authorized agent may nonetheless be liable at the election of the third party
What duties does an Agent owe his Principal?
Fiduciary Duty
Components of Loyalty?
No self dealing, usurpation of opportunity of principal, no secret profits (disgorge these in damages)