Agency & Partnership-Bar Exam

P will be liable for torts committed by its agent if 1) there is a principal agent relationship and 2) the tort was committed by the agent w/in the scope of the relationship.

1) Assent: an informal agreement between the P (who has capacity) and the A
2) Benefit: A's conduct must be for the P's benefit
3) Control: P must have the right to control the A by having the power to surpervise the manner of A's performance.

The P will be liable for a sub-agent's tort only if there is assent, benefit, and control between teh P and the sub-agent.

The borrowing P will be liable for a borrowed agent's tort onl if there is assent benefit and control between the two.

There is no right to control an indpendent contractor b/c there is no power to supervise the manner of its performance.

General there can be no VL for your ind. contractor's torts b/c there is no control.

1) Inherently dangerous activities--if your indpenedent contractor commits a tort in an inherently dangerous activity, there is vicarious liability.
2) Estoppel-if you hold out your independent contractor w/ the apprearance of agency, you will be estopped from denying VL.

1) Was conduct "of the kind" agent was hired to perform--was it w/in the job description? if so, it is likely w/in the scope.
2) Did the tort occur "on the job"? Frolic v. detour--Frolic is a new and independent journety, outside the schope. Detour is a mere departur from an assigned task and w/in the scope.
3) Did the agent intend to benefit the principal?--If A even in part intended to benefit theP by his conduct, that is enough to say it is inside the scope.

General rule: Intentional torts are generally outside the scope.
Exception: Intentional torst are w/in the scope if the conduct was 1) authorized by the P; 2) natural from the nature of their employement; 3) motivated by a desire to serve the P.

Test: P is liable for Ks entered into by its agent only if the P authorized the agent to enter into the K.

1) Actual express authority
2) Actual implied authority
3) Apparent authority
4) Ratification

P used words to express authority to agent. Can be oral and private. Exception: except if the K itself must be in writing, then the express authoritiy must be in writing as well (look for sale of real estate).
May be revoked by 1) unliateral act of either P or A or 2) death or incapacity of the P. EXCEPTION: If the P gives the A a durable (big bold survival language) power of attorney (a written expression of authority to enter a transaction), then will have authority after death.

Authority which the P gives the A through conduct or circumstances.
1) Necessity: there is actual implied authority to do all tasks that are necessary o accomplish an expressly authorized task.
2) Custom: There is implied authority to do all tasks which by custom are performed by persons w/ the agent's title or position
3) Prior acquiesence by the principal. There is implied authority to do all tasks which the A believes to be authroized to do from prior acquiesence by the P.

2 part test: 1) P "cloaked" agenct with the appearance of authrity, and 2) third party reasonably relies on appearance of authroity.

Authoritiy can be granted after the K has been entered if: 1) P has knowledge of all material facts regarding the K; and 2) P accepts its benefits. EXCEPTION: Ratification cannot alter the terms of the K.