Liability of Principle to Third Parties in CONTRACT

Ratification is a means by which the principal can say?

"My agent didn't have the right to enter into this contract, but I'm glad he did. Accordingly, I'll affirm the transaction and agree to be bound by the contract."

Where any one has been held out by the principal as his agent, there is?

A contract with the principal by estoppel.

3 elements of an agency relationship?

A manifestation by the principal that the agent will act for him. Acceptance by the agent of the undertaking. An understanding btw the parties that the principal will be in control of the undertaking.

A principal is a "partially disclosed principal" if?

A party to a transaction has notice that agent is or may be acting for principal but has no notice of principal's identity.

4 elements of equitable estoppel?

A promise; Reliance on that promise; Injury caused by the reliance; An injustice if the promise is not enforced.

Ratification requires?

Acceptance of the results of the act with an intent to ratify, and with full knowledge of all the material circumstances.

One who claims a right to repudiate a contract must?

Act with reasonable promptness or be deemed to waive that right.

Implied authority is?

Actual authority circumstantially proven which the principal actually intended the agent to possess.

Where there is no holding out by the principal, but business is carried on in the agent's name and the goods are supplied on his credit, a person wishing to make the principal liable must show?

Agency in fact.

It is fairer that the risk of loss caused by disobedience of agents should fall upon the principal rather than third persons because?

Agents are fiduciaries acting generally in the principal's interests, and are trusted and controlled by him

A principal may be estopped from denying apparent authority if the principal's intentional or negligent acts, including acts of omission, created?

An appearance of authority in the agent, on which a third party reasonably and in good faith relied, and such reliance resulted in a detrimental change in position on the part of the third party.

Agency is a legal relationship where by the agent is?

Authorized to act for the principal, subject to the principal's control.

A proprietor cannot avail himself of an impostor's lack of authority and escape liability where?

By his dereliction of duty enables one not his agent conspicuously to act as such and to transact the proprietor's business under circumstances leading customer of ordinary prudence to believe that the impostor was in truth the proprietor's agent

A general agent is an agent authorized to?

Conduct a series of transactions involving a continuity of service.

This is necessary to establish agency relationship? To prove an agency relation, there must be evidence that the alleged principal had?

Consent of both parties. The right to control both the means and the details of the process by which the alleged agent was to accomplish the task.

It makes no difference that the agent may be disregarding his principal's directions, secret or otherwise, so long as he?

Continues in that larger field measured by the general scope of the business entrusted to his care.

Apparent authority arises when a principal acts in such a manner as to?

Convey the impression to a third party that an agent has certain powers which he may or may not actually possess.

Liability of principal to third party for acts of agent may be shown by proof of?

Express or real authority definitely granted, implied authority, and apparent authority where the principal by words, conduct or other manifestations has held the person out to be his agent.

The existence of an agency relationship is a question of fact or law? The burden is on who by what standard of proof?

Fact. Plaintiff by a preponderance of the evidence.

Ratification of the acts of an agent only occurs where the principal has?

Full knowledge of all material facts and takes some action to affirm the agent's actions.

Implied authority is actual authority that is?

Given implicitly by a principal to his agent.

The tincture of estoppel that?

Gives color to instances of apparent authority might in the law operate likewise to preclude a defendant's denial of liability.

The principal may be liable upon a contract made by a general agent of a kind usually made by such agents, even though?

He had been forbidden to make it and there had been no manifestation of authority to the person dealing with the agent.

The liability of a principal for the acts of his agent, done contrary to his secret instructions, depends on?

His holding him out as his agent.

Ratification of an act about which the principal knows nothing is?

Impossible

A party cannot retain the fruits of the contract awaiting future development to determine whether?

It will be more profitable for him to affirm or disaffirm it.

Affirmance of the intent of the principal to ratify acts of agent may be inferred from?

Knowledge of the principal coupled with a failure to timely repudiate, where the party seeking a finding of ratification has in some way relied upon the principal's silence.

An agent has apparent authority when the principal acts in a manner that would?

Lead a reasonable person to believe that the agent had the authority he purports to exercise.

An undisclosed principal who entrusts an agent with the management of his business is subject to?

Liability to third persons with whom the agent enters into transactions usual in such businesses and on the principal's account, although contrary to the directions of the principal.

If the original transaction was NOT purported to be done on account of the principal, the fact that the principal receives its proceeds does not?

Make him a party to it.

Is Marital status is insufficient to prove an agency relationship? Nor is?

No. The fact of jointly owned land.

Unless otherwise agreed, person purporting to make a contract with another for a partially disclosed principal is a?

Party to the contract.

Where a party seeks to impose liability upon an alleged principal on a contract made by an alleged agent, the party assumes the obligation of?

Proving the agency relationship and it is not the burden of the alleged principal to disprove it.

A general agent for a disclosed or partially disclosed principal subjects his principal to liability for acts done on his account which usually accompany or are incidental to transactions which the agent is authorized to conduct if, although they are forbidden by the principal, the other party?

Reasonably believes that the agent is authorized to do them and has no notice that he is not so authorized.

The principal is liable if, having notice of the agent's conduct and that it might induce others to change their position, did not?

Take reasonable steps to notify them of the facts.

It is the duty of an agent, if he would avoid personal liability on a contract entered into by him on behalf of principal, to disclose? It is insufficient that parties dealing with agent may have had the means to?

That he is acting in a representative capacity and the identity of his principal. Determine principal's identity; actual knowledge is the test.

A member is personally responsible for a contract entered into by his non-profit association only if?

That member authorized, assented to, or ratified the contract.

To charge undisclosed principals, show?

That the goods supplied were ordinarily used in the business - that is they were within the reasonable scope of the agent's authority.

Ratification is?

The affirmance by a person of a prior act which did not bind him but which was done or professedly done on his account.

Inherent agency is the power of an agent which is derived solely from? It exists for?

The agency relation. The protection of persons harmed by or dealing with a servant or other agent.

Whether implied authority exists, focus on?

The agent's understanding of his authority

Apparent authority of an alleged agent cannot be established by mere proof that?

The alleged agent in fact exercised it.

Apparent authority is?

The authority the agent is held out by the principal as possessing.

Inherent authority may make the principal liable because of?

The conduct which he did not desire or direct, to persons who may or may not have known of his existence or who did not rely upon anything which the principal said or did.

Implied authority is a kind of authority arising solely from?

The designation by the principal of a kind of agent who ordinarily possesses certain powers.

The proprietor's duty of care and precaution for the safety and security of the customer encompasses more than?

The diligent observance and removal of banana peels from the aisles.

Before the receipt of benefits may constitute ratification, this must first be present?

The other requisites for ratification.

Apparent agency?

The power to affect the legal relations of another person by transactions with third persons, professedly as agent for the other, arising from and in accordance with the other's manifestations to such third persons.

Actual authority means authority that?

The principal expressly or implicitly, gave the agent.

An agent has only as much authority as?

The principal has either expressly or impliedly conferred.

Once a third person has assured himself widely of the character of the agent's mandate, the very purpose of the relation demands the possibility of?

The principal's being bound through the agent's minor deviations.

The scope of any authority must, ... be measured, not alone by the words in which it is created, but by?

The whole setting in which those words are used.

Extent of agent's authority determined by? Factors?

Totality of the circumstances. Parties relation to one another. The undertaking in which the parties are engaged. The general usages and practices of those engaged in such undertakings.

Absent knowledge of 3rd parties to the contrary, an agent has the apparent authority to do those things which are?

Usual and proper to the conduct of the business which he is employed to conduct.

An undisclosed principal is liable for acts of an agent done on his account, if?

Usual or necessary in such transactions, although forbidden by the principal.

3 situations in which inherent power exists?

When a general agent does something similar to what he is authorized to do, but in violation of orders. When an agent acts purely for his own purposes in entering into a transaction which would be authorized if he were actuated by a proper motive. When an agent is authorized to dispose of goods and departs from the authorized method of disposal.

Factors on whether implied authority exists?

Whether the agent reasonably believes the principal wishes him to have authority. Nature of the job - Implied authority may be necessary to implement express authority. Existence of prior similar practices - most imp.

You can only sue the undisclosed principal where the act done by the agent is?

Within the scope of his agency.

Actual authority to do an act can be created by?

Written or spoken words or other conduct of the principal which, reasonably interpreted, causes the agent to believe that the principal desires him so to act on the principal's account.