This is a draft cheat sheet. It is a work in progress and is not finished yet.
Creating an Agency RelationshipAssent | both parties manifest assent to work with one another | Benefit | agent agrees to work for the principal's benefit | Control | Agent agrees to work subject to the control of the principal | Consideration | not required | Key component | Manifestations of Assent |
PrincipalsPrincipal | person or legal entity with legal capacity | unincorporated associations | cannot be principal because they lack legal capacity |
AgentsAgent | any person or entity with minimal capacity | | | this can include a minor | Minimal capacity | assent to agency relationship, perform tasks on behalf of principal, subject to principal's control |
Types of AgentsServants/ employees | Employer has the right to control the agent's physical conduct of work | Independent contractor | Principal does not control or have the right to control the agent's physical conduct of work | Characteristics of an Independent Contractor | high level of independence, free to work for other people, paid on fixed fee, typically owns his own tool |
Terminating an Agency RelationshipHow to | Either party can terminate an agency relationship unilaterally |
| | Contract LiabilityIs principal bound? | Depends on authority | Actual Express Authority | communication between agent and principal. need subjective and objective (reasonable) intent; terminates upon death (or knowledge of death) | Actual Implied Authority | Communication between principal and agent. take whatever steps are necessary to achieve principal's objective. Implied authority to act within general trade usage or accepted business customs. | Apparent Authority | Communication between principal and third party | Ratification | No pre-act communication. Ratification requires that (i) the principal has knowledge of the material terms of the contract and (ii) the principal then accepts the contract’s benefits. |
Disclosure of PrincipalsDisclosed principal | Third party knows agent is acting on behalf of principal and the principal's identity | Partially disclosed principal | Third party knows the agent is working on behalf of a principal but not the principal's identity | Undisclosed | Third party does not know agent's status as agent nor the principal's identity. Whether principal is party to contract depends on agent's authority |
| | Principal's Liability for TortsVicarious Liability | A principal may be liable for the tortious acts of his agent. Need sufficient control and action within scope of employment | Frolic | Significant deviation from an assigned path; outside scope of employment | Detour | De minimis deviation from an assigned path; within the scope of employment | Intentional Torts | Generally, outside scope of employment |
Fiduciary Duties- AgentDuties | Duty to exercise reasonable care | | | Duty to obey reasonable instructions | | | Duty of loyalty and care apply only to partners, not prospective partners or former partners | Duty of loyalty | agent cannot usurp a business opportunity, take in secret profits, or compete in competing business with the principal |
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