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Agency, Partnership - Coggle Diagram

- - - - Respondeat superior: doctrine imposes vicarious liability upon a principal for the torts his agent commits in the scope of employment.
        
        agent performs tasks assigned by the employer of engages in a course of conduct subject to employer's control
        
        serves employer's purposes
        
        employer is not liable if the employee substantially deviates from the authorized route (frolic)
        
        employee can return to the scope of the employment after a frolic
        
        Employer is still liable for slight deviations (detour)
      - Employer's liability is in addition to the agent's liability
      - Employer and employee are jointly and severally liable
      - Strict liability doctrine, so no defenses
    - - General rule: no liability
      - Exceptions:
        
        inherently dangerous activities: nature and circumstances of the work to be performed are such that injury to others will probably result unless precautions are taken.
        
        nondelegable duty
        
        loaned agent
        
        negligent selection of contractor
  - - - Duty of care
      - duty of obedience
      - duty of loyalty
        
        no self-dealing
        
        may not usurp a business opportunity belonging to the principal
        
        duty not to compete
        
        no dual agency
      - duty to account
- - - - actual: manifestation of the principal to the agent that the agent acts for the benefit of the principal in a particular way and that the principal agrees to be bound by the agent's actions
        
        expressL principal directly requests the agent to act
        
        implied
        
        authority to accomplish the principal's express request
        
        things the agent believes the principal wishes him to do based on his reasonable understanding of the principal's expressed request.
      - Apparent
        
        the agent is cloaked with authority
        
        third party reasonably believes the agent has authority to act on behalf of the principal, and
        
        belief is based on the principal's representations made to the third party.
      - Ratification: principal grants retroactive authority for his agent's earlier unauthorized actions
        
        ratified act must be one that the principal could have authorized at the time of the act
        
        once ratified, an act has the same effect as if it were orginially done with authority
  - - - fully disclosed principal: agent is not liable in contract
      - undisclosed principal: agent is personally liable in contract
      - partially disclosed principal: agent is personally liable in contract
        
        when the third party learns the identity of the principal, the third party must elect to go after either the agent or principal, but not both
  - - - principal may not interfere with the agent's performance
      - principal must affirmatively aid where reasonably required to do so
- - - - Distinct occupation or business
      - work customarily done under a principal's supervision
      - skill required in the agent's occupation
      - who supplies the tools and place of performance
      - length of time the agent is engaged by the principal
      - whether agent is paid by the job or by the hour
      - intent of the parties
      - whether the principal is in business.
- - - - may contrarily contend in agreement
- - - - the parties agreed to work together on a handshake, shared profits yet but nothing in writing = general partnership
      - the parties agreed to work together, shared profits, and put everything in writing = general partnership
        
        but is this limited partnership?
  - - - for a specific undertaking
      - for a term
      - at will
  - - - general partners: manage the business and are personally liable without limitation for partnership obligations
      - limited partners: contribute capital and share in profits, but take no part in the control or management of the business, and whose liability is limited to their contributions
    - - filing a certificate of limited partnership with the Secretary of State
      - must have at least one general partner and at least one limited partner
- - - - express
      - apparent: based on the nature and course of business
      - restrictions: third party must know about restrictions on authority or the partnership will be bound
      - partner who acted without authority may be liable for breach of the partnership agreement