Engler F05 Corp class notes

Engler F05 Corp class notes - August 29, 2005 corporation...

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August 29, 2005 corporation operates through the individuals liability of principal in contract agency elements 1) fiduciary relation which results from the manifestation of consent by one person to another that the other shall act on his behalf and subject to his control, and consent by the other so to act 2) the one for whom action is to be taken is the principal 3) the one who is to act is the agent burden of proof of agency is on plaintiff -must be proven by fair preponderance of evidence actual authority (implied) Mill Street Church of Christ v. Hogan (KY App., 1990) -was Hogan an employee of the church; is the church bound by brother’s hiring Hogan -court held Hogan was an employee of the church -this is a case of implied authority because i) brother had been allowed to hire Hogan before ii) elder who spoke with brother made it clear preferred person was hard to find -this is a case of actual authority under section 26 of the restatement (second) apparent authority Three-Seventy Leasing Corporation v. Ampex Corporation (5 th Cir., 1976) -Kays did not have actual authority -Ampex is bound through apparent authority -agent has apparent authority sufficient to bind principal when principal acts in such manner as would lead reasonably prudent person to suppose agent had authority he purports to exercise; further, absent knowledge on part of third parties to contrary, agent has apparent authority to do those things which are usual and proper to conduct of business for which he is employed inherent agency power Watteau v. Fenwick (QB, 1892) -there is no actual authority -no apparent authority because vendor did not know of principal’s existence (undisclosed principal) -regardless of unknown agreement between agent and principal, principal is liable for agent’s acts within usual authority for such an agent -court says this is the same concept as with partnership August 31, 2005
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ratification Botticello v. Stefanovicz (CT, 1979) -court says manifestation by principal that alleged agent is principal’s agent is missing -ratification is affirmance by a person of a prior act which did not bind him but which was done or professedly done on his account -receipt of benefits do not constitute ratification unless all requisites for ratification are present estoppel Hoddeson v. Koos Bros. (NJ App., 1957) -apparent authority issue -apparency and appearance of authority must be shown to have been created by manifestations of alleged principal, not solely by proof of those of supposed agent -there was no actual authority; no manifestation by principal to believe alleged authority -however, this alone does not protect principal -principal must ensure false agent doesn’t act so as to create appearance of authority -compare to 370 Leasing , no actual employee here; in 370 Leasing there was employee -for plaintiff win, must show plaintiff reasonably in good faith relied on representations, defendant was negligent in not making clear there was no authority in alleged agent
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This note was uploaded on 02/14/2008 for the course LAW 7060 taught by Professor Haas during the Fall '07 term at Yeshiva.

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Engler F05 Corp class notes - August 29, 2005 corporation...

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