types of authority
- actual
- apparent
- ratified
actual authority
authority A reasonably believes they possess according to Ps dealings with them and a reasonable person would believe that the A has such authority
express actual authority
authority conveyed in words (oral or written)
and effective even if granted mistakenly
its an all or nothing issue so either have the authority or dont
implied actual authority
autuhority that A reasonably believes they have as a result of Ps words or actions
termination of actual authority
- certain event happens specified in P-A agreement that would term authority
- lapse of reasonable time if termination not specified
- change in circumstances ie destruction of subject matter
- A’s breach of fiduciary duty
- either party’s unilateral termination - unless irrevocable
- operation of law - ie death
apparent authority
P holds out another as possessing authority to act on behalf of P and based on this hold, 3rd party reasonably led to believe the authority exists and can exist even when actual authority does not!!
IOW: reasonable belief of 3rd party
actual vs apparent
actual: how P’s manifestations affect a reasonable A
apparent: how P’s manifestations affect a reasonable 3rd party
types of apparent authority
- Agent exceeds actual authority and P still bound
- prior act
- power of position - A’s position created reasonable belief in 3rd party
- Agent has no actual authority
- unilateral agent representations - agent represents themselves as having authority instead of P
- impostors - P negligently permits an imposter to appear to have agency
- lingering apparent authority - app auth can linger after actual authority ends
- no notice given to 3rd parties
- A’s actual authority ends but 3rd parties rely on written authority of A and A’s app auth isnt considered ended
ratification
A acts as if they have authority but dont actually have it → P validates the a’s act and P becomes bound
ways to ratify
hint: think. of P’s conduct
express or implied through P’s conduct
express - usually written or oral
implied - usually P accepts benefits of a K
requirements for ratification
- have knowledge of all material facts regarding the K
- accept the entire transaction and
- have capacity
what can P not ratify
- illegal conduct
- 3rd party has withdrawn
- material change in circumstances
liability 3rd party vs P
P liable if A had authority to act
liability 3rd party vs A
if P unidentified and undisclosed either P or A can be liable if A had authority
3rd party liability and P is disclosed
only P can enforce agreement against 3rd party
