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| An agent is a person who acts on behalf of a principal to produce the same legal effects had that person acted on their own. Agents are not parties to the contracts they enter; they leave the picture once contract is signed. Agents can be employees or independent contractors. |
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| Act must be urgent and necessary, such as immediate medical attention. |
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| The most common form of agency, where the agency is formed by an agreement between both parties. |
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| Agency created through the presumption of a relationship, where the presumption is created when the parties act in such a way that they are parties of an agency agreement, or that gives the idea they are in an agency agreement. |
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| Depends largely on what the agency was for; if it's an agreement to do X, it is terminated once X has been done. Agencies can be terminated through frustration, bankruptcy, if a party falls mentally incompetent, death (agency may be continued through lineage), or at the end of a term if it's laid out in contract. |
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| Frustration occurs when it is impossible to continue the agreement. Frustration leads to the termination of a contract. |
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| Agents may be employees. If an agent isn't an employee, they are not governed by unlawful dismissal laws, and a notice period may not need to be given unless laid out in the agency contract. |
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| Agency is created by law when a relationship contains the appropriate elements. Agency can be created without conscious agreement or parties being aware, and can be created between parties who don't know each other. |
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| Where the principal is not disclosed to the third party. Contract will hold if you do not know the principal or if it is someone other than you assumed - you have the right to ask and/or avoid contract if you wish. An agent must make it clear he is acting on behalf of a principal, and must not act asthough he is acting on behalf of someone else if he is the principal; estoppel. |
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Term
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Definition
| Agents usually have no personal liability if they work within the scope of their contract. Agents have no personal liability in the contracts they enter on behalf of their principal, unless they are the, or one of the principal(s). Principals can seek damages from agents for failing to uphold their obligations as agents, but the agent is still not liable on any contracts entered and the principal is bound by the contract. |
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Definition
| The individual who is using agent to act on their behalf. |
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| Agents must show a high degree of good faith, competency, keep their principals interest above their own, and not enter into conflicts of interest. Required to provide prompt and full disclosure. Agents are required to carry out their obligations personally, and not delegate, with the exception of certain minor delegations (ministerial acts). Agents must meet a level of competency required by their respective industry. |
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Term
| Prompt and Full Disclosure |
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Definition
| Agent must promptly and fully disclose information that is material to the principal. The idea is not to prevent adverse outcomes, as some cannot be avoided, but to provide the principal with enough information to understand the situation and make a decision accordingly. Degree of prompt and full disclosure depends on the nature of the business. |
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| The actual authorities and responsibilities of the agent to do acts, and everything that normally comes along with these acts. |
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| Things normally assumed to be part of an agency contract, and differing depending on the nature of the agency. Justified through a reasonable person test. |
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| Agents can do things beyond their scope that would legally bind the principal, if they are approved upon by the principal. |
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| The agent must create the impression that he/she is in fact an agent, and must not create the impression that he is acting on his own behalf. |
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| If an agent has numerous principals he must fulfill his duties and obligations to both of them, considering both of their best interests above his own, and not abuse the power he holds by having a position on both sides of the contract negotiations. |
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Definition
| Money held by an agent on behalf of the principal is not theirs, and they must keep it seperate and safe from other assets. Agents are not allowed to deduct fees, or commisions from money in trust; it must be received directly from the principal. Agents cannot use the money held in trust for any reason other than those authorized by the principal. Taken very seriously. Money held in trust can be held until payment of fees or commisions is made. |
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| If bribery of a third party to the agent occurs, it is legal if the principal is informed and consents of the bribery. |
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| A situation where the best interests of the agent aren't in line with those of the principal. The agent posseses all the information material to the contract and must promptly and fully disclose information to the principal to avoid information asymmetry. The agent must further put the interests of the principal above his own to avoid a conflict of interest. |
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| The faithfullness to obligations and duties that an agent must uphold. Held to a very high standard. |
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| Agents are not permitted to delegate their work if the principal specifies that they must personally carry out their duties. Exceptions include ministerial acts, and situations where the principal authorizes the delegation. In situations where the entire company is the agent, all employees can be delegates and be delegated work. |
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| Agents who's work was delegated to them by another agent. Agents are liable for all acts of subagents. |
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| Principals may sue their agents for damages/loss that occur due to the agent acting outside of their scope, or failing to uphold their duties and responsibilities. If an agent entered into a contract on behalf of their principle, the principal would still be bound by the contract and would need to uphold their duties in the contract, but could sue the agent for damages incurred in a seperate case. |
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| Kelly failed to provide prompt and full disclosure of material information involving "bribery" or "incentives" and was guilty of failing to uphold his duties and responsibilities as an agent. Highlights agents with multiple principals, and their requirement to act in the best interest of all principals. |
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| Chartwell made it clear he was an agent through the entire contract formation and held no responsibility for the failure of his principal to fulfill the obligations of the contract. |
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