P is liable for K entered into by its A if P authorized the A to enter into K.
1. Actual Express Authority: P used words to express authority to A. Can be oral and private so long as K itself does not have to be in writing due to S of F (Land).
a. Can be revoked by unilateral act of either P or Agent, OR death of P unless P gives A durable POA: written expression of authority to enter into a K and conspicuous survival language.
2. Actual Implied Authority: authority agent reasonably believes the P has given because of:
a. Necessity
b. Custom
c. Prior dealings
3. Apparent Authority: 1. P cloaked agent with appearance of authority and 2. 3rd party reasonably relies on appearance of authority.
a. Secret limiting authority: A has actual authority but P has secretly limited that authority and A acts beyond scope of limitation.
b. Lingering authority: actual authority has been terminated. Afterwards, agent continues to act on P's behalf.
4. Ratification: Authority can be granted after K has been entered if:
a. P has knowledge of all material facts regarding K.
b. P accepts its benefits
c. however, cannot alter terms of K.
P is liable on its authorized Ks, and therefore an authorized A are not liable for authorized K's unless P is ambiguous.
a. If P is partially disclosed (only ID of P is concealed) or undisclosed, authorized agent may nonetheless be liable at election of 3rd party. |