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Agency, PARTNERSHIP - Coggle Diagram

- - - - Imposes liability on a principal for the torts his agents commits in the scope of employment.
      - Employee can return to scope of employment after a frolic, but not during.
      - Agent performs tasks assigned by the employer or engages in conduct subject to the employer's control.
      - Serves employer purposes
      - Employer is still liable for slight deviation
    - - General rule: NOT LIABLE
      - EXCEPTIONS:
        
        Inherently dangerous activities: Nature and circumstances of the work that is performed are such that injury to others will probably result unless precautions are taken.
        
        nondelagable duty
        
        loaned agent
        
        negligent selection of contractor
  - - - Duty of Loyalty: No Dual Agency, May not usurp a business opportunity for the principal, no self-dealing, duty not to compete.
- - - - Contractual duties owed to Agent
      - compensate - per the agency contract
      - reimburse for reasonably incurred expenses
      - Indemnify - for reasonably incurred legal liabilities
      - Cooperate:
        
        Principal must affirmatively aid when required to do so
        
        Principal may not interfere with the agent's performance
  - - - 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 agress to be bound by the agent's action
        
        Express: Principal directly requests agent to act
        
        authority to accomplish the principal's express request
        
        the agent reasonably believes the principal wishes him to do so based on his reasonable understanding of the principal's expressed request.
      - APPARENT:
        
        The agent is cloaked with authority
        
        3rd 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
  - - - Partially disclosed principal: Agent is personally liable in contract
        
        When the third party learns of the identity of the principal, third party MUST GO AFTER EITHER THE PRINCIPAL OR THE AGENT BUT CANNOT GO AFTER BOTH! hee hee
      - Fully disclosed principal: agent is not liable in contract
      - undisclosed principal: agent is personally liable in contract
- - - - FACTORS
        
        Intent of the parties
        
        length of time the agent is engaged by the principal
        
        skill required in the agent's occupation
        
        distinct occupation or business
        
        work customarily done under a principal's supervision
        
        who supplies the tools and place of performance
        
        whether agent is paid by the job or by the hour
        
        whether the principal is in business as well
- - - - The parties agreed to work together (handshake), shared profits but nothing in writing = GENERAL PARTNERSHIP
  - - - General partners: manage the business and they are PERSONALLY LIABLE without limitation
      - LIMITED partners: contribute capital (vulture) and share in the profits, but take NO PART IN THE CONTROL or MANAGEMENT.
        
        liability is limited only to their contribution
  - - - for a specific undertaking
      - for a term
      - at will
    - - SHARING PROFITS: prima facie evidence of a partnership
- - - - express
      - Apparent: based on 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 P'ship agreement