Partnership/agency

Front 1

Contract Rescission (Agent)

Back 1

Equity permits rescission of contracts based on fraudulent misrepresentations by an agent even if his principal is entirely innocent in participation and wrongdoing, on the theory that one should not benefit from the fraud of another. BUT parties must be restoed to the position they held prior to the transaction.

Front 2

Independent Contractor/ Servant Difference

Back 2

If the ER has the right to control, the employee is a servant. If the ER has no right to control the EE is an independent contractor. A determination of the issue of agency-IC depends on the substance of the relationsip between the parties and not on the gloss which they choose to place thier relationship (what they call it).

Front 3

Idependent Contractor Liablity

Back 3

IC is vicarious liable unless the IC is hired to preform an inherently dangerous activity (blow something up) or non-delegable duty (landlord duty to repair/repossesion of collateral (service of process is not non delegable)

Front 4

Servant Liablity

Back 4

what, when, where, why (has to be within the scope of employment)

communiting usually not unless part of job (drug sales)

borrowed servant: general rule who has control at that time, in MD both liable

Front 5

Agency type of authority

Back 5

express (do exactly what told) implied (A's reasponable interpertation of what principal told A to do), apparent authority (third parties reasonable belief that A is authoriezed based on past manifestation from P to T).

Death, bankruptcy, or insanity of P terminate agency relationship even if no notice to A.

Front 6

Ratification

Back 6

P can ratify A's agreement with a third party after the contract is made, contract date is date of contract not date of ratification, T may withdraw before ratification, P most ratify entire deal, undislcosed P can not ratify.

Front 7

Liabilty with disclosed, partially disclosed, or undisclosed principals

Back 7

disclosed: A cannot enforce or be hled liable on an authorized contract (can still be sued fro breach of warranty of authorty if not authorized)

Partially disclosed: P, A, And T all have rights and liablity

undisclosed: A can be held liable and P can as well unless: contract of confidence with A, T would have refused P, or contract language expressly denies an undisclosed P (different than assignment)

Note: Doctrine of election not followed in MD therfore T can sue both P and A in undisclosed.

Front 8

Covenant not to compete

Back 8

need to be reasonable in time (MD 3 year), geography, subject matter, consider public opinion

Front 9

Abusive discharge

Back 9

common law application that can be overridden with a statute. Exception to general at will employment rule. A can collect damages if discharge violates clear mandate of public policy.