Agency & Partnerships Flashcards
How can you hold a principal to a contract made by their agent?
- Principal knows the material terms of the contract or is aware of his lack of knowledge
AND - Principal takes no action to repudiate or dispute the contract
What is the doctrine of respondeat superior?
An employer is vicariously liable for the torts of his employee committed within the scope of their employment
How can an employer recover after being found liable for the actions of their employee through respondeat superior?
They can recover from the employee with their claim for indemnification
Are employers liable for their employees expected deviations?
Yes; employers are liable for employees actions during expected deviations like lunch breaks or smoke breaks, which are considered to be in the scope of employment (detours)
When do an agents actions bind the principal?
- Then the agent acts with actual or apparent authority
OR - If the principal ratifies the actions/contract
What constitutes actual authority?
Can be express or implied; it is based on the principal’s communications with the agent and the agents reasonable believe that they are authorized to
What constitutes apparent authority?
An agent acts with apparent authority where the 3rd party reasonably believes, based on manifestations of the principal, that the agent is authorized
What is the level of care for a mutually beneficial bailment?
Ordinary or gross negligence
How do you create a bailment?
A bailment relationship requires DELIVERY to the Bailee and CONSENT by the bailee
How do you show breach of bailment?
The bailor must show a breach of ordinary care by bailee
How do you make an effective disclaimer or limitation of liability?
- Bailor must know of or should have known of, and
- assent to the limitation
*fine print on the back of the ticket isn’t enough
How do you create a partnership?
An agreement between two or more people to run a business for profit as co-owners
*no written agreement
*sharing of profits creates a presumption
How do you create a limited partnership?
File a certificate of limited partnership with the SCC and pay the required filing fee
