Corporations

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RST (2nd) Agency §1

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Agency; Principal; Agent
(1) Agency is the fiduciary relations which results from the manifestation of consent by one person to another that the other shall act on his behalf and subject to his control, and consent by the other so to act.
(2) The one for whom action is to be taken is the principal
(3) The one who is to act is the agent

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RST (2nd) Agency §7

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Authority
Authority is the power of the agent to affect the legal relations of the principal by acts done in accordance with the principal's manifestation of consent to him

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RST (2nd) Agency §8

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Apparent Authority
Apparent authority is the power to affect the legal relations of another person by transactions with third persons professedly as agent for the other, arising from and in accordance with the other's manifestations to such third persons

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RST (2nd) Agency §8A

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Inherent Agency Power
Inherent agency power is a term used in the restatement of this subject to indicate the power of an agent which is derived not from authority, apparent authority or estoppel, but solely from the agency relation and exists for the protection of persons harmed by or dealing with a servant or other agent

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RST (2nd) Agency §27

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Creation of Apparent Authority: General Rule
Except for the execution of instruments under seal or for the conduct of transactions required by statute to be authorizes in a particular way, apparent authority to do an act is created as to a third person by written or spoken words or any other conduct of the principal which, reasonably interpreted, causes the third person to believe that the principal consents to have the act done on his behalf by the person purporting to act for him

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RST (2nd) Agency §35

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When Incidental Authority is Inferred
Unless otherwise agreed, authority to conduct a transaction includes authority to do acts which are incidental to it, usually accompany it, or are reasonably necessary to accomplish it

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RST (2nd) Agency §159

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Apparent Authority
A disclosed or partially disclosed principal is subject to liability upon contracts made by an agent acting within his apparent authority if made in proper form and liability of a principal for authorized acts, are applicable to unauthorized acts which are apparently authorized

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RST (2nd) Agency §160

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Violation of Secret Instructions
A disclosed or partially disclosed principal authorizing an agent to make a contract, but imposing upon him limitations as to incidental terms intended not to be revealed, is subject to liability upon a contract made in violation of such limitations with a third person who has no notice of them

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RST (2nd) Agency §194

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Acts of General Agents
A general agent for an undisclosed principal authorized to conduct transactions subject his principal to liability for acts done on his account, if usual or necessary in such transactions, although forbidden by the principal to do them

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RST (2nd) Agency §195

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Acts of Manager Appearing to be Owner
An undisclosed principal who entrusts an agent with the management of his business is subject to liability to third persons with whom the agent enters into transactions usual in such businesses and on the principal's account, although contrary to the directions of the principal

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RST (2nd) Agency §320

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Principal Disclosed
Unless otherwise agreed to, a person making or purporting to make a contract with another as agent for disclosed principal does not become a party to the contract

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RST (2nd) Agency §321

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Principal Partially Disclosed
Unless otherwise agreed, a person purporting to make a contract with another for a partially disclosed principal is a party to the contract

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RST (2nd) Agency §322

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Principal Undisclosed
An agent purporting to act upon his own account, but in fact making a contract on account of an undisclosed principal, is a party to the contract

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RST (2nd) Agency §144

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General Rule
A disclosed or partially disclosed principal is subject to liability upon contracts made by an agent acting within his authority if made in proper form and with the understanding that the principal is a party

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RST (2nd) Agency §2

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Master; Servant; Independent Contractor
(1) A master is a principal who employs an agent to perform service in his affairs and who controls or has the right to control the physical conduct of the other in the performance of the service
(2) A servant is an agent employed by a master to perform service in his affairs whose physical conduct in the performance of the service is controlled or is subject to the right to control by the master
(3) An independent contractor is a person who contracts with another to do something for him but who is not controlled by the other nor subject to the other's right to control with respect to his physical conduct in the performance of the undertaking. He may or may not be an agent

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RST (2nd) Agency §219

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When Master is Liable for Torts of His Servants
(1) A master is subject to liability for the torts of his servants committed while acting in the scope of their employment
(2) A master is not subject to liability for the torts of his servants acting outside the scope of their employment, unless:
(a) the master intended the conduct or the consequences, or
(b) the master was negligent or reckless, or
(c) the conduct violated a non-delegable duty of the master, or
(d) the servant purported to act or to speak on behalf of the principal and there was reliance upon apparent authority, or he was aided in accomplishing the tort by the existence of the agency relation

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RST (2nd) Agency §220

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Definition of Servant
(1) A servant is a person employed to perform services in the affairs of another and who with respect to the physical conduct in the performance of the services is subject to the other's control or right to control
(2) In determining whether one acting for another is a servant or an independent contractor, the following matters of fact, among others, are considered:
(a) the extent of control which, by the agreement, the master may exercise over the details of the work
(b) whether or not the one employed is engaged in a distinct occupation or business;
(c) the kind of occupation, with reference to whether, in the locality, the work is usually done under the direction of the employer or by a specialist without supervision;
(d) the skill required in the particular occupation
(e) whether the employer or the workman supplies the instrumentalities, tools, and the place of work for the person doing the work;
(f) the length of time for which the person is employed;
(g) the method of payment, whether by the time or by the job;
(h) whether or not the work is a part of the regular business of the employer
(i) whether or not the parties believe they are creating the relation of master and servant; and
(j) whether the principal is or is not in business

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RST (2nd) Agency §377

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Contractual Duties
A person who makes a contract with another to perform services as an agent for him is subject to a duty to act in accordance with his promise

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RST (2nd) Agency §379

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Duty of Care and Skill
(1) Unless otherwise agreed, a paid agent is subject to a duty to the principal to act with standard care and with the skill which is standard in the locality for the kind of work which he is employed to perform and, in addition, to exercise any special skill that he has
(2) Unless otherwise agreed, a gratuitous agent is under a duty to the principal to act with the care and skill which is required of persons not agents performing similar gratuitous undertakings for others

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RST (2nd) Agency §387

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General Principle [Duty of Loyalty]
Unless otherwise agreed, an agent is subject to a duty to his principal to act solely for the benefit of the principal in all matters connected with his agency

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RST (2nd) Agency §388

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Duty to Account for Profits Arising Out of Employment
Unless otherwise agreed, an agent who makes a profit in connection with transactions conduct by him on behalf of the principal is under a duty to give such profit to the principal

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RST (2nd) Agency §389

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Acting as Adverse Party Without Principal's Consent
Unless otherwise agreed, an agent is subject to a duty not to deal with his principal as an adverse party in a transaction connected with his agency without the principal's knowledge

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RST (2nd) Agency §393

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Competition as to Subject Matter of Agency
Unless otherwise agreed, an agent is subject to a duty not to compete with the principal concerning the subject matter of his agency

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RST (2nd) Agency §395

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Using or Disclosing Confidential Information
Unless otherwise agreed, an agent is subject to a duty to the principal not to use or to communicate information confidentially given him by the principal or acquired by him during the course of or on account of his agency or in violation of his duties as agent, in competition with or to the injury of the principal, on his own account or on behalf of another, although such information does not relate to the transaction in which he is then employed, unless the information is a matter of general knowledge

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RST (2nd) Agency §396

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Using Confidential Information After Termination of Agency
Unless otherwise agreed, after the termination of the agency, the agent:
(a) has no duty not to compete with the principal
(b) has a duty to the principal not to use or to disclose to third persons, on his own account or on account of others, in competition with the principal or to his injury, trade secrets, written lists of names, or other similar confidential matters given to him only for the principal's use or acquired by the agent in violation of duty. The agent is entitled to use general information concerning the method of business of the principal and the names of the customers retained in his memory, if not acquired in violation of his duty as agent;
(c) has a duty to account for profits made by the sale or use of trade secrets and other confidential information, whether or not in competition with the principal;
(d) has a duty to the principal not to take advantage of a still subsisting confidential relation created during the prior agency relation

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Del. §101(a)

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Incorporators; how corporation formed; purposes
(a) Any person, partnership, association or corporation, singly or jointly with others, and without regard to such person's or entity's residence, domicile or state of incorporation, may incorporate or organize a corporation under this chapter by filing with the Division of Corporations in the DOS a certificate of incorporation which shall be executed, acknowledged and filed in accordance with §103 of this title

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Del. §102 paraphrased

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Contents of certificate of incorporation
(1) the name
(2) the address
(3) the nature of the business
(4) stock options
(5) the name and address of the incorporator
(6) the name and address of any directors
may contain
(1) provisions for management
(3) stockholder issues
(4) requirements for corporate action
(5) the limit of the corporation's existence
(6) personal liability requirements
(7) the elimination of personal liability

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Del. §106

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Commencement of corporate existence
Upon the filing with the Sec of State of the certificate of incorporation executed and acknowledged in accordance with §103 of this title, the incorporator or incorporators who signed the certificate, and such incorporator's successors and assigns, shall, from the date of such filing, be and constitute a body corporate, by the name set forth in the certificate, subject to subsection (d) of §103 of this title and subject to dissolution or other termination of its existence as provided in this chapter

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Del. §108 paraphrased

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Organization meeting of incorporators or directors names in certificate of incorporation
(a) A meeting must be held to set bylaws, elect directors until the first shareholder meeting, and doing anything organizational
(b) must have 2 days written notice
(c) actions must be signed

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Del §109 paraphrased

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Bylaws
(a) the incorporators may amend bylaws until a corporation receives payment for any of its stock, then they can only be amended by stockholders
(b) the bylaws can contain anything relevant and legal

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Del. §122 paraphrased

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Specific Powers
Every corporation has power to:
(1) have perpetual succession by its corporate name
(2) sue and be sued
(3) have a corporate seal
(4) purchase, receive, take by grant, etc. any real or personal property in order to sell it
(5) appoint officers
(6) adopt, amend, repeal bylaws
(7) dissolve itself
(8) conduct its business in or out of state
(9) make donations
(10) be an incorporator of other corporations
(11) participate with other corporations
(12) aid the government
(13) make contracts
(14) lend money for corporate purposes
(15) pay pensions
(16) provide insurance
(17) renounce business opportunities

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Del. §141(a) paraphrased

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Board of Directors; Powers, etc.
The business and affairs of every corporation organized under this chapter shall be managed by or under the direction of a board of directors, unless otherwise contracted

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Del. §141(b) paraphrased

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Board of Directors; Power, etc.
The board of directors shall consist of 1 or more members, the number of which will be in the bylaws. A majority will constitute a quorum unless otherwise contracted in the incorporation constitution

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Del. §141(e) paraphrased

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Board of Directors; Power, etc.
A member of the board of directors shall be protected by a good faith clause that they can trust any information given to them by their officers if those officers were chosen in a responsible manner

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Del. §102(b)(7) paraphrased

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Contents of Certificate of Incorporation
In addition to the matters required to be set forth in the certificate of incorporation by subsection (a) of this section, the certificate of incorporation may also contain any or all of the following matters:
(7) a provision limiting or eliminating the person liability of a director the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director...

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Del. §142

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Officers, titles, duties, etc.
(a) every corporation shall have officers with titles determined by the bylaws and one of the officers shall have the duty of keeping minutes of meetings
(b) officers shall be chosen by terms set in bylaws
(c) the corporation may secure the fidelity of any or all of its officers or agents by bond or otherwise
(d) a failure to elect officers shall not dissolve or otherwise affect the corporation
(e) any vacancy occurring in any office of the corporation by death, resignation, removal, or otherwise, shall be filled as the bylaws provide, or if no provision in bylaws, by the board of directors