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Agency - Coggle Diagram

- - - - Fully disclosed principal
        
        Agent is not personally liable on the contract
      - Undisclosed Principal
        
        Agent is personally liable in contract
      - Partially disclosed principal
        
        Agent is personally liable in contract
        
        when third party learns identity of the principal, the third party must elect to go after either the agent or the principal, but not both
    - - agent acts beyond the agent's authority on behalf of the principal
        
        Agent is personally liable
  - - - Compensate -- per the agency contract
      - Indemnify -- for reasonable incurred legal liabilities
      - Reimburse -- for reasonably incurred expenses
      - Cooperate
        
        Principal may not interfere with the agent's performance
        
        Principal must affirmatively aid where reasonably required to do so
  - - - Types of Authority
        
        Apparent Authority
        
        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 the agent's earlier unauthorized actions
        
        Ratified act must be one that the principal could have authorized at the time of the act
        
        Once ratified, and act has the same effect as if it were originally done with authority
        
        Actual Authority
        
        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
        
        Express
        
        Principal directly requests the agent to act (including verbal requests)
        
        Implied
        
        Authority to accomplish the principal's express request; or
        
        Things the agent believes the principal wishes the agent to do based on the agent's reasonable understanding of the principal's expressed request
- - - - Doctrine of respondeat superior: imposes vicarious liability upon a principal for the torts his agent commits in the scope of employment
        
        Scope of Employment
        
        Serves employer's purposes
        
        Authorized time and space limits of employement
        
        Frolic v. Detour
        
        Frolic: employer is not liable if employee substantially deviates from authorized route
        
        employee can return to scope of employment after a frolic
        
        Detour: Employer is still liable for slight deviations from the assigned task
        
        Work of the kind employed to perform
        
        Agent performs tasks assigned by the employer or engages in a course of conduct subject to employer's control
        
        Conduct actuated, at least in part, to serve the employer
        
        strict liability doctrine - no defenses
      - Principal can also be liable in their own right
      - Apparent Authority
        
        agent's apparent authority enables agent to (1) commit the tort or (2) conceal its commission
    - - Generally, principal is not liable for torts of independent contractor.
        
        EXCEPTIONS
        
        Nondelegable duty
        
        business owner has non-delegable duty to keep business premises safe
        
        Negligent selection of independent contractor (not vicarious liability)
        
        inherently dangerous activities
        
        nature and circumstances of the work to be performed are such that injury to others will probably result unless precautions taken
  - - - Duty of Obedience
      - Duty of Loyalty
        
        May not usurp a business opportunity belonging to the principal
        
        Duty not to compete
        
        No self-dealing
        
        No dual agency
      - Duty of Care
      - Duty to Account
- - - - Factors:
        
        Who supplies the tools and place of performance
        
        Length of time the agent is engaged by the principal
        
        Skill required in the agent's occupation
        
        Whether agent is paid by the job or by the hour
        
        Work customarily done under a principal's supervision
        
        Intent of the parties
        
        Distinct occupation or business
        
        Whether the principal is in business