Bus Ass Flashcards
Actual Implied Authority
- P authorizes A to act
- A takes necessary, reasonable steps to carry out P’s instructions
- P is bound
Implied Apparent Authority (P + T)
- P does something that would permit T to think A was authorized to act for P
- Exists only if T’s belief is reasonable
- Look for manifestation of assent or intention (written/spoken/conduct)
Undisclosed P
- P is undisclosed if, when A and T interact, T has no notice A is acting for P
- P liable for A’s acts if w/in scope of authority typically given to an A w/ similar duties, regardless of limitations P imposes on A
Estoppel
- P negligently or intentionally causes T to believe his A has authority to act that is actually beyond his authority
- T detrimentally relies on P’s conduct (must be transaction)
- P is estopped from denying A’s authority
Agent’s Liability on the K
- If A makes K on behalf of partially/undisclosed P - is a party to K
- Test: A must provide actual knowledge (or reasonable man equivalent) to T, not enough that T has means to ascertain identity on his own
Agent IC
Has agreed to act on behalf of P but not subject to P’s control over how the result is accomplished (the “phys conduct” of task)
Master-Servant relationship exists where:
servant has agreed to work:
a) on master’s behalf; and
b) subject to master’s control/right to control the manner in which job is performed (as opposed to result alone)
master-servant test
control of day-to-day operations, ex:
• daily reports, financial supervision, hours of operation, control of employees.
• duration, control, risk of loss, & return
For RS to apply, employee must have committed the act w/in course and scope of employment:
(scope of employment factors)
- authorization to act by employer
- Time, place, purpose of act
- commonly performed by employees? extent of departure from normal methods?
- Extent to which the employer’s interest + employee’s interest is involved
- act reasonably foreseeable? (doesn’t have to be serving employer purpose)
Liability of P to T in Intentional Torts - (Scope of Employment)
Generally, intentional torts outside scope unless interfering w/ job
Liability for Torts of IC - General Rule and Exceptions
Gen, P is not liable for acts of an IC. But vicarious liability could exist where:
- P retains control over manner/means of doing the work
- P hires incompetent or insolvent contractor
- Activity contracted for is inherently dangerous
Fiduciary Obligations of Agents During Agency: Duty of Loyalty
- No competing w/ economic interests
- No misappropriation of bus opportunities
- disclose all material info
- not to acquire material benefit from T in connection w action taken on behalf of P or thru A’s position (secret profit. remedy: disgorgement)
Undisclosed P: 2nd Rest
- Inherent agency: power of A derived solely from agency relation and exists for protection of persons harmed by/dealing w/ a servant or other A
- UP liable for acts of A “done on his account, if usual or necessary in such transactions, although forbidden by P” (usual + customary in industry)
- CA and DE still use aspects
Undisclosed P: 3rd Rest
P liable to T if:
- T is justifiably induced to make a detrimental change in position by A acting on P’s behalf and w/o actual authority if
- P, having notice of A’s conduct, did not take reasonable steps to notify T of the facts
Factors ct considers in determining if implied partnership exists
- intention of parties
- right to share in profits
- obligation to share in losses
- ownership/control of P prop/buss
- community of power in admin
- language in the agt
- conduct of the parties towards 3rd persons
- right of parties on dissolution
Share in profits is prima facie evidence of partnership (UPA), but no such inference will be drawn if profits were received in payment:
- debt by installments
- wages or rent
- annuity to widow
- interest on a loan
- consideration for sale of a good will of a bus or other prop by installments
Partnership by Estoppel (equitable remedy)
Gen R: not P to each other = not P to T
However, person who reps himself (or permits another to rep him) to any1 as a P, is liable to any1 who on the faith of that rep has given credit to the actual or apparent P
General Standards of Partner’s Conduct (RUPA).
A partner’s duty of loyalty to the partnership and other partners is limited to:
- trustee for any prop, profit, benefit; winding up while acting w/in scope of P
- refrain from dealing w P on behalf of/as an adverse party
- refrain from competing w P before dissolution
* DoL may be contracted around in P agt*
Partner’s Duties to One Another: Duty of Care
• limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or knowing violation of the law
• obligation of GF + fair dealing
cannot be contracted around
Joint venture is like a P, but limited in scope/duration. JV is found when:
- contribution made by each party
- parties share a propriety interest and mutual control over prop
- agt for sharing of profits; and
- agt showing JV exists
• P principles of loyalty/care apply
Rights of P’s in Mgmt - UPA
- In absence of agt to the contrary, all P’s have equal rights in mgmt and conduct of the P (1 P = 1 vote)
- Any difference arising as to ordinary matters connected w the bus may be decided by a majority (prob: when only 2 P’s there can be no majority)
a P is dissolved on application by a partner, by judicial decree that:
- econ purpose of P is likely to be reasonably frustrated
- partner misconduct; or
- P agt cannot be carried out
If P at will, a partner may dissolve
- in good faith and with express notice to other partners
- cannot dissolve to gain personal benefits for yourself, unless u fully compensate co-partner for his share of prospective bus oppurtunity
UPA: if there’s a wrongful dissolution, each partner who hasn’t caused it gets
- right against each P who caused dissolution damages for breach of K
- right to continue to use bus in same name/possess P prop during that time (provided dissolving P is paid value of his interest - damages recoverable)