Ba--A Liability To 3P

Front 1

A liability to 3P-generally

Back 1

-P liable if A acted with authority or some other form of agency power
-3P entitled to receive assurance from A that he does in fact have authority
-if A acts without authority, 3P can recover from A

Front 2

A liability to 3P-theories

Back 2

1. Result of K
2. Misrepresentation [tort]
3. Warranty of authority
4. Restitution

Front 3

A liability to 3P-when acting without authority--warranty of authority--disclosed/partially disclosed principal

Back 3

A who enters into a K with 3P impliedly warrants he has authority to bind the P.

If A does not have authority, then A may be liable to 3P for breach of warranty.

Front 4

A liability to 3P-when acting without authority--warranty of authority--disclosed/partially disclosed principal--how expressed?

Back 4

-does not have to be express

Front 5

A liability to 3P-when acting without authority--warranty of authority--disclosed/partially disclosed principal---reliance required-

Back 5

A not liable if 3P knows A is acting without authority

Front 6

A liability to 3P-when acting without authority--warranty of authority--disclosed/partially disclosed principal---effect of DISCLAIMER

Back 6

-disclaimer-->if A clearly indicates to 3P that (1) he is uncertain of his authority or (2) makes no warranty, the cant be held in BOW

Front 7

A liability to 3P-when acting without authority--warranty of authority--damages available

Back 7

Action for (1) damages rsulting from BOW of authority and (2) if A makes an intentional misrepresentation, 3P can bring an action in tort for deceit

damages=loss sustained including anticipated profits
-limited to amount that 3P could have recovered from P[insolvency is an issue, then 3P would only get nominal damages]

Front 8

A liability to 3P-when acting without authority--warranty of authority--damages available--deceit

Back 8

3P must establish that A knew representation was either false or recklessly made for the purpose of inducing 3P to enter the K.
-must show reasonable justifiable reliance

Front 9

A liability to 3P-when acting without authority--warranty of authority--effect of ratification

Back 9

absolves A of BOW, P now liable; can't ratify after 3P has already brought suit against A

Front 10

A liability to 3P-when acting without authority--Agent as party to K

Back 10

A can become P to K when signs it personally without making it clear that A's signature is not binding on K

with a neg instr., PER can show P's identity

e.g. if agent, signs K with his name and "agent" he is prima facie a party to K

Front 11

A liability to 3P-when acting without authority--warranty of authority--undisclosed P

Back 11

no breach of warranty b/c A does not warrant the he has any authority as 3P does not even know that there is a P

Front 12

A liability to 3P-when acting without authority--liability on K

Back 12

undisclosed P-->only liable on the K
partially/disclosed P--> only liable on BOW

thus can't be liable on both K and BOW

Front 13

A liability to 3P-when with authority--negotiable instruments

Back 13

-party's name must appear on its face
-if Agent signs in representative capacity, only P is bound unless P is incapacitated, nonexistent the A's representative signature results in personal liability

Front 14

3P liability to A--K

Back 14

A can enforce K is (1) A is a party or (2) has authority to enter the K

Front 15

3P liability to A-Tort

Back 15

A can sue in tort if physically or economically injured by 3P while acting within scope of agency.

Can also sue if 3P has knowingly acted to (1) interfere with K performance, OR (2) cause the P to breach or wrongfully discharge the A or (3) otherwise tortiously harms the A's interests

interest harmed must be A's

Front 16

3P liability to A-when A can maintain a personal action against 3P

Back 16

1. A has interest in K--i.e. agency coupled with an interest
2. A acts as party promisor
3. A is transferee of negotiable instrument and 3P is endorser
4. A has delivered property without authority to do so
5. Third party commits trespass or conversion to property of principal in possession of A.

Front 17

3P liability to A-Restitution/Defenses

Back 17

when K is not enforceable A can seek restitution
can bring action in own name, but action results from P's rights, so 3P can raise defenses he has against either.
BUT
if A suing on his own behalf, then 3P can only raise defenses as to the A.

Front 18

3P liability to A-Set-off against agent

Back 18

action deriving from disclosed/partially disclosed A, 3P may set off any claims he holds agianst P despite fact suit is brought by A
--if undisclosed P, 3P may set off any actions he has against A prior to knowledge of existence of the P