Business Organizations

Front 1

Vicarious Liability

Back 1

Company is responsible and liable for those acts of its employees that are carried out w/in the scope of their employment.

Front 2

Agency Defined

Back 2

fiduciary relationship that arises when one person (P) manifests assent to another person (A) that the A shall act on the P's behalf & subject to P's control, & agent manifests assent or otherwise consist.

Front 3

Disclosed Principal

Back 3

when an A & 3rd party interact, the 3rd party has notice that the A is acting for a P and has notice of P's identity.

binds on principal

Front 4

Undisclosed principal

Back 4

When A and a 3rd party interact, the 3rd party has no notice that A is acting for P.

binds principal & agent & 3rd party

Front 5

Unidentified principal

Back 5

When A and 3rd party interact, the 3rd party has notice that A is acting for P but does NOT have notice of P's identity.

binds agent & principal MAY be liable

Front 6

Actual authority

Back 6

A reasonably believes, in accordance w/ P's manifestations to A, that P wishes A to so act.

Front 7

Apparent Authority

Back 7

Power held by A or other actor to affect P's legal relations w/ 3rd parties when a 3rd party reasonably believes the actor has authority to act on behalf of P & that belief is traceable to P's manifestations.

Front 8

Respondeat Superior

Back 8

An employer is subject to liability for torts committed by employees while acting within the scope of their employment.

Front 9

Inherent Authority

Back 9

Exists to hold A's P liable when the acts in question:

1. usually accompany or are incidental to transactions which A is authorized to conduct, even though they are forbidden by P;
2. 3rd party believes that A is authorized to do them;
3. 3rd party has no notice that A is not authorized

See Gallant Ins. Co. v. Isaac pg. 9

Front 10

Ratification

Back 10

Affirmance of a prior act done by another, whereby the act is given effect as if done by A w/ actual authority.

Front 11

How does ratification occur?

Back 11

• (express)Manifesting assent that the act shall affect the person's legal relations; OR
• (implied)conduct that justifies a reasonable assumption that the person so consents.

Front 12

Estoppel

Back 12

Person who has not made a manifestation that anA has authority AND which is not otherwise liable as a party to a transactiondone by A on that P’s account is subject to liability to a 3rd partwho is justifiable indeed to make a detrimental change in position if:

• Person intentionally or careless caused such belief OR
  
• Having notice of such belief and that it mightinduce other to change their position, the person did not take reasonable stepsto notify them of the facts.
  

Front 13

Primary Liability

Back 13

(a.k.a direct liability) - actor has done something wrongful/harmful himself/herself and is therefore liable for such actions