美国商事组织法aBusiness+Associations+I+Exam+Outline.docVIP

Business Associations I Exam Outline Agency Agency relationship? [Rest. 1.01] Test: Did P manifest assent to A that A shall act: On P’s behalf [analysis] Subject to P’s control [analysis] Did A manifest assent to so act? 1.02: Parties labeling and usage do not control Gorton v. Doty (coach was agent of mom when he drove her car to and from game in different city when she knew of the game, volunteered her car, was not promised or given any compensation, loaned him the car, school district paid for the gas) She was not the one driving, but could have done so There was probably something else going on here – court wanted insurance to pay, not the coach. No compensation or contract needed to form an agency relationship Types of Principals Disclosed: T has notice that A acts for P, T has notice of P’s identity (third party knows that he is dealing with an agent, and knows who the principal is) Undisclosed: T has no notice that A acts for P, T has no notice of P’s identity (third party does not know that there is principal, does not know who principal is) Unidentified: T has notice that A acts for a P, T has no notice of P’s identity (third party knows that he is dealing with an agent, does not who the principal is) Sub-agency Sub-agent defined: person appointed by an agent to perform functions that the agent has consented to perform on behalf of the agent’s principal and for whose conduct the appointing agent is responsible to the principle. [1.04(8)] The relationship between an appointing agent and a subagent is one of agency, as stated in 1.01 An agent may appoint a subagent only if the agent has actual or apparent authority to do so. [3.15(2)] Types of authority Actual: at the time of taking action that has legal consequences for the principal, the agent reasonably believes, in accordance with the principal’s manifestations to the agent, that the principal’s manifestations to the agent, that the principal wishes the agent so to act [2.01] Manifestation by P t