Agency Flashcards
Agency: Definition
One (Agent) acts on behalf of and is subject to control of another (Principal)
Agency: Elements
A - assent
B - benefit
C - control
Agency: Termination
At what point did it end?
- will of parties (renunciation by A, revocation by P)
- changed circumstances (P’s interest ends, death or incapacity, loss/destruction of asset, change affecting value)
- reasonable time
If Contract Enforcement
Issue: authority
BLL: P is liable on contracts entered into with authority
Authority: Actual Express
-May be written/oral
BLL: A has actual authority to carry out the P/A authority
Authority: Actual Implied
A has authority for all incidental acts necessary to carry out the main purpose
Authority: Apparent
- P holds out; AND
- words/conduct/failure to contradict false claims where P had knowledge of falsity
- Third party relies (reasonably)
Arises when:
- lingering authority; or
- limiting instructions
Authority: Ratification
A’s unauthorized prior act binds P where P validates the act
A owes P: Duty of Care
- obey
- follow instructions
- disclose
A owes P: Duty of Loyalty
1) no self dealing
2) no secret profits
3) no usurping P’s opportunities
A owes P: Accounting
BLL: Anything acquired pursuant to the P/A relationship belongs to P
Remedy for Agent Breach (P v. A)
- damages
- disgorgement
- other (injunction, recission, accounting/restitution/constructive trust, deny compensation)
If Tort
BLL: P liable if within scope
- method
- intent to benefit
- time (when)
- space
Tort Issue: Frolic v. Detour
Frolic: major deviation (not within scope)
Detour: small deviation (within the scope)
Tort Issue: Independent Contractor
GR: P is not liable
Exceptions:
- ultrahazardous activity
- non-delegable duties
- estoppel
- holding out by P; AND
- apparent authority
