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shortoutline - Business Associations Agency Law The...

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Business Associations Agency Law The relationship ~ can be verbal or formalized, cannot be waived Agency Loss: whenever profits are lost due to creation of an agency ~ reduce with monitoring, etc Agency costs: Agency losses + costs Elements of Agency o principle has to manifest consent that the agent act on behalf of the principle o under the principle’s control o agent has to accept the offer Consequences of Agency o Agent can bind the principle in contract o torts of the agent are imputed to the principle o information known by the agent is imputed to the principle o Fiduciary duties! Agents owe: RS 2d of Agency loyalty, care, candor, furnish services, disclosure, obey, act within scope Principles performance of contractual obligations, good conduct, noninterference, cooperation, indemnification in certain circumstances o external consequences o internal consequences: bind in contract, always has a third party involved Cases o Basile v. H & R Block (coupling tax service with a bank loan) applied 3 part agency test ~ not an agent never ceded control just doing paperwork o Food Lion v. Capital Cities/ABC, Inc (about fiduciary duties) breach of duty of loyalty and trespass however: don’t commit tort with two jobs ~ trouble here is harming 2 nd for 1sts benefit Authority Actual o manifestation by the principle that agent’s reasonable interpretation of that manifestation leads the agent to act o express actual: actual grant to act on that in the principal’s behalf Apparent o Two cases where agent has apparent authority and exceeds it agent never had authority (or was not an agent) o looks as if there was a manifestation of consent by the principle to the agent to act on the principle’s behalf and there was no limitation key = reasonable belief!! o Who gets the burden? the principle part is the one who is most able to prevent the harm from occurring it helps 3 rd parties trust agencies Implied o only present where there is actual authority o implied authority to do what is necessary to do the actual authority Cases o Castillo v. Case Farms: implied authority doesn’t matter if there was no written records, looks like they were working for you
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authority under implied authority to recruit, hire, and bring workers norms include transportation and housing and paycheck o Bethany Pharmaceuticals v. QVC (authority to bind) rewarded the pains QVC went through to show there was no authority reasonable to contact QVC given the letter, NOT to make a huge order Liability ~ Respondeat Superior (tort liability) ~ vicarious liability Elements o physical injury to person or property o is the tortfeasor an employee o did the tortious conduct occur within the scope of the employment Types of applicable Torts o physical injuries to persons or property if the agent is an employee then respondeat superior applies if the agent is a non employee then respondeat superior does not apply o
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