B3 - Formation of Agency Flashcards
Garnac Grain v HMF Faure
Agreement to Agency can be implied by conduct. A might have appointed B to a position where B is usually A’s Agent. The principal acquiesing to another’s act is another example of a principal’s implied consent.
Yasuda v Orion
No contract needed for A.
Formalities of Agency
There are generally no formalities necessary, agreement can be in writing, verbal or even implied. Exceptionally, agency has to be in writing (for A to deal with land). Power of Attorney has to be created by deed.
Kelner v Baxter
Only person who can ratify is the person on whose behalf the act is done. Company hadn’t been formed yet, but they ordered wine and later tried to ratify it. Not possible, the company didn’t have capacity at time of act.
Grover v Matthews
Time limit on ratification. A, without authority, insured the P’s goods. Fire took place, then P ratified. Too late, the ratification should have come before the loss.
Keighley v Durant
Ratification. Undisclosed agency. P can only ratify an act done on their behalf and cannot ratify an act which the agent has done on the agent’s behalf. The P had authorized the A to buy corn at a certain price. A bought corn at slightly higher price in his own name without revealing he was buying as an agent. Held he could not ratify. When acting as an “undisclosed agent”, P cannot later ratify.
General rules of ratification of agency
Where an act is ratified, it gives retrospective validity to the agent’s act. Rat. cannot divest a property right, not possible after a time limit, not possible where it causes unfair prejudice aainst the party against whom it is invoked. When P ratifies, A is protected. Once ratified, commission is due and expenses paid. It is essential that at the time the agent acted, they professed to act on behalf of the P who subsequently ratifies. P must have capacity. Identity of P needs to be possible to establish.
National Oilwell v Davy Offshore
An agent can act for an unidentified principal where the A does not name or identify the P to the 3P. In such case, there can be later ratification by the principal.
Hely-Hutchinson v Brayhead
- Implied Actual Authority inferred from the conduct of the parties and the circumstances of the case. Actual authority, implied. Actual authority is implied when it is inferred from the conduct of the parties and teh circumstances of the caseWhere there is an agency agreement, there is actual authority. The Directors allowed the chairman to act as MD. It was held that he had implied authority to act as MD. He definitely had ostensible authority so that Brayhead was bounda anyway, but went farther and said that here he had actual authority by the circusmtances of allowing him to act as MD, no matter the internal limitations imposed.
Garnac Grain v MHF Faure
Actual authority may be implied by the conduct of the parties, the conditions of the case, trade or custom.
Generalities of external effects of agency
If the A has no authority, P is not bound to 3P. A P who is bound to 3P is liable for the agent’s acts, including misrepresentations and fraud, even if they were not fraudulent. P liable only if A acts within the authority granted. A who exceeds actual authroity commits breach of contract against the P and 3P can sue A for breach of warranty of authority.
Ireland v Livingstone
Actual authority, express. Whether an A has authority is a question of fact - if P gave prior consent to A, he has ‘actual’ authority. - Legal relationship between P and A created by a consensual agreement to which they alone are the parties.
Asked him to ship 500 tons of sugar and said 50 tons more or less of no matter if you can get a good price. Shipped 400, he didn’t want to take them. He was held to have to take them as he construed letter in a reasonable manner.
Robinson v Mollett
- Customary Authority. Actual authority can be implied by conduct, conditions of the case, trade or custom, but not against the express instructions of the P. In this case, it was normal for a broker to sell own goods to the P, but here it was expressly forbidden. An A has implied actual authority to act in accordance with the usages and customs of the particular place, market, or business in which he is employed, as long as they are reasonable and lawful, but can’t go against instructions.
Waugh v HB Clifford
- Usual authority. When one person is appointed to a role that usually comes with authority to do certain acts, that person is giving authority to do these things. Here the case was of the solicitor reaching a compromise in litigation, this is usual authority. An agent has implied actual authority to do what is usual n his trade, profession, or business for the purpose of carrying out his authority or anything necessary or incidental thereto.
Watteau v Fenwick
Usual authority. the P is liable for all the acts of the A which are within the authority usually confided to an agent of that character, notwithstanding limitations as between the P and A put upon that authority. Limits to Watteau v Fenwick: 1. needs to be an existing agency relationship and possible to identify “usual” powers; 2. will not apply where A acts for himself and not P; 3. Where 3P knows, or ought reasonably to know, of the restriction of A’s authority. Liability of an undisclosed P for unauthorize contracts entered into it by the P’s agent.
Rama Corp v Proved Tin
Apparent or ostensible authority. P is bound by the acts of his A whether or not they are authorized, or even in breach of prohibition, if his words or actions give the impression that he has authorized them. Ostensible or apparent authority is merely a form of estoppel. i. a representation, ii. reliance on it, iii. alteration of position from the reliance. “Ostensible or apparent authority is merely a form of estoppel, requires 1. a representation, 2. reliance on the representation, 3. alteration of position based on reliance.
AG for Ceylon v Silva
Apparent or ostensible authority, 1. Representation. Agency arises where the P represents someone is acting as their A. Statement of fact to the 3P. The P may not have given any authority or may even have prohibited it, but is bound to the 3P if that party thinks the A has authority. Where there are limitations to authority but the 3P doesn’t know about them, A’s actions will be binding. The representation that the A has authority must be made by the P and not the A himself.
Summers v Solomon
Apparent authority, 1. Representation. P employed A to manage jewelry shop. After leaving employment, ordered jewels on credit. He was liable to the 3P as the P had not informed the 3P the A was no longer employed by him. This was a case of implied apparent authroity.