2) Creation / Ratification Flashcards
reqs to create agency rship
1) manifestation of principal’s intent
2) manifestation of agent’s consent
(mutual assent by both)
do agents and principal have to be human?
no, both can be other legal entitites
creation: manifestation of intent to what?
for agent to (1) act on principal’s behalf +
2) subject to principal’s control
creation: HOW to manifest intent?
expressly (spoken or writing), OR
impliedly (conduct)
creation: capacity needed
would-be principal: must have contractual capacity to affect transactions (not a minor unless it’s for necessities, not incompetent)
would-be agent: at least minimum mental capacity
creation: power of attorney
CA statute has more reqs inc signed writing
independent k-er, aka
non-employee agent
ee vs IC: def
ee: ER controls or has right to control the agent’s performance – not just results, but MEANS AND MANNER that they’re achieved
IC: ER only determines what services are to be performed, but not how
ee vs IC: factors
1) is work typically done by specialists w/o supervision?
2) who supplies tools, location?
3) length, exclusivity of employment rship
4) is agent paid by job or at regular intervals
5) is agent’s work part of regular business of ER?
agency by ratification: def
post-hoc creation of agency rship
agency by ratification: scenario
need: transaction entered into on behalf of another
agency by ratification: rule
when a party w/o authority enters k on behalf of another
then other affirms/ratifies
RESULT: actual principal-agent rship is retroactively created
agency by ratification: reqs
1) “principal” must have knowledge at time of ratification of all material facts re the transaction entered on his behalf
2) “principal” must manifest assent by words or conduct that the earlier transaction be binding on him
3) “principal” had to have capacity to authorize the actions AT THE TIME THEY WERE PERFORMED
