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LEGAL RELATIONS BETWEEN PRINCIPAL AND THIRD PARTY (Tortious liability -…
LEGAL RELATIONS BETWEEN PRINCIPAL AND THIRD PARTY
Tortious liability -
personal liability -
a P can be personally liable for the tortious acts of his agent if the principal authorises or ratifies the tortious act
Cornfoot v Fowkes -
P knew that the statement made by his innocent agent was false
P not liable if he innocently makes a false statement and agent repeats it knowing its false
Vicarious liability
liable if the tortious act was carried out in the course of the agent's employment
contractual liability
Disclosed principal
General principle
- only the principal or third party can sue on the contract, but
agent acts outside scope of actual authority but within scope of apparent authority
principal cannot hold 3p liable but 3p can hold principal liable
agent actual authority then principal and third party can enforce contract against each other
third party cannot sue if agent acted in unauthorized manner
Unless P ratifies agents act
if 3p knew agent lacked actual authority then the P will be able to rescind the contract
Jordon v Norton
- knew son not authorised to collect horse without req warranty
Settlement
- general rule = principal and 3p can settle with each other. payment to agent will generally not constitute settlement unless;
3p party requests payment be made to agent
P pays agent and 3p leads P to believe that agent has been paid
P confers authority on agent to receive payment on principal's behalf
Deeds or negotiable instruments - gen rule not apply and P not privy to a contract with 3p
unless certain formalties complied with
sue on negotiable instrument if he has signed it or his authorised person has signed it
deed must describe him as a party to it and it is executed in his name.
exception - deed executed as trustee of P
undisclosed Principal
contract exists between agent and third party - either party can sue on it but P has right to intervene on the contract and if he does he can sue and be sued on the contract
P can only intervene if
agent has actual authority to bind P and 3p
P existed when contract made
agent was acting on behalf of principal
intervention was not expressly/impliedly excluded by the contract
UK mutual steamship Assu Asso v Nevill -
express terms of the AoA
Fred Drughorn v RT
- P intervention only regarded inconsistent where the agent has affected the clear role of owner of property which is the subject matter if the contract
3p does NOT wish to contract with agent exclusively or the agent's identity or personal attributes are not a factor
Collins v Asso Greyhound Racecourses Ltd -
importance attached to personality of the persons
Dyster v Randall
- identity was of material ingredient
third party has no reason not to deal with principal
Settlement - gen rule = P and 3p can discharge their liability to other by settling with the agent
Coats v Lewes -
agent with P's authority acted as he were P, thus 3p who settles with such agent = liability discharged to undisclosed P
prior to discovering about undis P he settles with agent = liability to P discharged