1) Expression/Appointment: principal explictly appoitns someone to be agent (no writing req. ex. real prop; POA)

2) Implication by Conduct: principal behaves in way reasonable causes others to believe agency relationship.

3) Misinterpretation: through principals conduct even though not intended, 3rd party reasonable believes relationship. (to protect 3rd party)

A) Assent: principal manifests assent to agreement and agent assents to act on principals behalf.

B) Principals Behalf: agent acts for principal.

C) Control: agent acts subject to principals control/overall direction. (power to supervise)

1) employee and employer 

2) Legal entity and officer (BUT unincorporated associations cannot be principals)

3) movie star and agent

4) house seller and real estate broker

1) nonemployer principal: looser control over day-to-day activies.

2) employer prinicpal: greater control of detailed activieis and physical conduct of agent. look for principal supplies tools, pays regular paycheck, specialized skill level, directs work. 

Remember: corporations and partnerships CAN be principals.

1) independnet contractor agents: principal not in control of day to day activities. high level of independece, free to work for others, agrees to be paid a fixed fee or receivees payments based on results.

2) employee agents: more principal control over day to day activites of agent. emplyoed long period payid regularly.

3) General and Special Aents: general have broad authority over many tasks; special have limited authority.

4) Trustee: agent of the creator of the trust its settlor is principal.

agent who has been appointed by another agent to help with a task for principal.

- generally must have authority to appoint either expressor implied by circumstanes. principal retains control over subsagnet directly or indirectly.

a) unilateral right of both principal and agent

- exception for irrevocable agency P cant terminate if A has interst.

- continues until other party receives NOTICE 

- terminate automatically after certain amount of time (default reasonable).

b) terminate by operation of law

- death of principal

- death of agent

- principal loses capactiy

- breach of fiduciary duty by agent.

1) agent has authority

2) principal is estopped from denying agent's authority or

3) principal ratifies the contract.

1) actual express authority: communication P to A 

- note normally oral/conduct fine but real p needs writing

2) actual implied authority: commnication P to A authoirty for related activies can be custom/trade usage etc.

- implied auth to delegate when physical acts customary...

3) apparent authority: manifestation from P to 3rd Party agent amy not even know

- imposter problem only works if negligent P to allow appearance of authority.

4) inherent authority: arise in conenction with or are inherently part of otherwise clear agency relationship

1) revoke authority by P

2) agree with A to terminate agency 

3) dramatic change in circum. 

4) reasonable period of time passes

5) principal dies or entity dissolved

6) agent's death or entity dissoles

7) principal's loss of capacity

8) termination mandated by statute

9) agent's breach of fiduciary duty to P

even where no actual/apparent authority P may be bound to 3rd party in K law under estoppel if

- 3rd party reasonable believees transaction formed for P

- P intentionally/carellessly caused that belief AND

- 3rd party incurs detrimental change in position

1) p must ratify ENTIRE K

2) P must have legal capacity to enter deal

3) ratification must be timely 

4) P must have knowlege of all material facts

1) vicarious liability

- respondeat superior

- apparent authority

2) Direct liability

- authorized conduct

- negligent agent selection or supervision

- non-delagable duties

1) employed at time and

2) actiivty in scope of employment

- activite is closely conencted to work for employer

- activity is common to type of work agent usually does

- history of relationship between emplyoee agent

- if agent departs from normal methods than wehther actions were reasonably foreseeable.

- Frolic vs. detour

Q: whether agent discloses existance and identity of P to 3rd party.

1) disclosed P: existance and identity = no liability to A

2) paritally-disclosed P: knows existance but not identity = liability to A unless agreement otherwise.

3) undisclosed P: no knowledge = liability to A

4) lack of authoirty to A = liability to A

5) fraudulent concealment = liability to A

6) tort liability for As action = A liable

1) control over As actions

2) expect A to perform activites with reasonable care

3) expect A to exercise duty of loyalty

4) expect to receive info from A

5) right to receive account of As activities

1) treat A in good faith

2) honor terms of K with A

3) not to interfere with As work

4) indemnify A for losses

1) recieve compensation

2) perform work wihtout interference from P

3) idemnification for losses from lawful business

4) safe working environment

1. duty of loyalty (cant be adverse party nor compete)

2. duty of care (reasonable diligence and care)

3 duty of obedience (some places)

association of two or more persons to carry on a business for profit as co-owners

- separate legal entity

- may own property

- may sue and be sued

1) 2 or moer persons or entities

2) intent to carry business for profit

- no writing requirement (exc. SoF applies if cant be accomplished within 1 year)

prsumption that share profits BUT presumption does not apply to 

1) pay debt

2) pay interst

3) pay rent

4) pay wages or compensation to employee

5) make goodwill payments stemming from sale or

6) pay retirement of health benefit to beneficiary or deceased/retired partner.

no partnership exists but respresenting as partner leads other sto expect responsibility for partnershps obligations

when i) D makes or consents to represetation to P that he is partner AND ii) P reasonably relies on representation and suffers damages.

- no duty to deny must be consent to represention

- public holding out makes it hard to say unaware of represenation. 

1) duty of loyalty (no adverse, no compete, no using assets personally, cant eliminate duty by agreement)

2) duty of care (no grossly negligent, rckelss intentional misconduct, can limit duty by agreement but not entirely)

3) Obligation of good faith and fair dealing (cant remove but can agree to modify in reasonable manner)

default: each partner is entitled to equal share of profits and losses and contributes according to his share of profits.

- modify by agreement

each Partner account will be credited b share BUT cannot demand distribution.

right to share in profits is not intersts in ownershp.

- can transfer interest to third party so long as partnership agrees adn not restricted by agreement.

all property by partnership is partnership property (acquired, titled in name of or intent of partners)

presume

i) propery parternshp property if purchsed with partnership assets/credit

ii) presumed to be partners separate property if acquired in name of indiviudal wihtout reference to partnershp or pruchsed without use of partnershp assets.

Look to

1) use of property

2) whether partnershp made approvals to prop

3) if prop similar to other property owned 

4) if listed as assets on partnerhsip books

5) whehte rparternshp pays tax 

1) admitting new partner must be approved by ALL

2) diagreement if i) ordinary partnershp business require majority vote if ii) special/extraordinary business required consent of ALL.

call accounting if

1) P wrongfulyl excluded from business

2) P excluded from possession/use Partnership funds

3) partnershp agreemetn permits acocunting

4) another partner obtained secret profits 

5) court finds accounting reasonable under circumstnaces

no accounting necesary if 1) tort negligence claim agianst individual or 2) lawsuit against individual for unrealted transaction.

any partner can bind partnership so long as agent has actual or apparent authority

- if transfer of property and

i) titled name of partnershpi partner must execute instrument of transfer in partnershp name

ii) if titled name of partners individual partner may execute instrumed in partners names.

iii) if without authority partnership may be able to recover if

- interest indicated in ransfer document = recoverable or 

-if no dinvidauion only recoverd from transfee who knew or received notification that property belonged to partnershp and partner lacked authority for transfer.

partnershpi is liable for torts committed by partner in ordinary scope of business (must indemnify them for this)

Dissolution: 

1) partnershp at will - disolved when partner chooses to dissociate

2) partnershp for definite term - disolve when term expires (if continuous then partnership at will)

3) any partnershpi dissolves if 1) all partners agree o disolve the partnership 2) partner dissociated by death/bankrupty 3) dissolved event defined in agreement 4) events make it unlawful or 5) judicial decree frustreats purpose or cant carry on business.

partnership exists until winding up complete

- any partner who has not wrongfulyl dissociated can wind up  (legal reps can as well or jduciial supervision and can be paid specially for winding up)

- to dispose, transfer property

- to discharge liabilities

- preserve partnership as going concern 

First pay creditors

Then Settle each partners account

- legal entity engaged in profesional services ONLY allowed to licensed professionals. 

file cert of registration with NY

- two or more persons with at least one general partner and at least one limited partner. 

-file cert of limited partnership with NY

-  limited partner not liable unless lost protection by participating in contorl of business. 

needed for LP creation GP controls business will be personally liable to thrid parties for obligations of LP

- it withdraws andno other GP abailable or parnters dont appoint new GP then dissolved.

specific venture NY treats like partnerships with each party agent of Joint Venture.