Duty of care: the duty to use ____________ care when performing duties as ________.
reasonable
agent
Duty of loyalty: the duty to act _________ and __________ for the __________’s benefit.
solely
loyally
principal’s
Duty of obedience: the duty to obey all reasonable _______________ from the _______________.
directions
principal
Agency is a _____________ relationship in which the ________ acts for the _____________.
fiduciary
agent
principal
An agency relationship exist if there is:
1) a formal or informal agreement (_________)
2) the activity primarily ___________s the principal ; AND
3) the principal has the right to ___________ the agent.
assent
benefits
control
A principal is obligated to a contract entered into by its agent if the agent had __________ or ____________ authority.
actual
apparent
Express authority means that the agent is acting according to the principal’s explicit
______________ to the agent.
directions
Actual authority can be ___________ or ___________ authority.
express
implied
Implied authority happens when any one of the following is true:
1) A given action is ____________ for the agent to carry out its expressly ___________ duties;
2) The agent acted ____________ in ________ dealings with the same principal; OR
3) It is _______________ for an agent in this position to act in this way.
necessary
Authorized
similarly
prior
customary
If there is an _____________ principal, then ______________ authority CANNOT exist.
undisclosed
apparent
The agent may seek indemnification from the principal if:
1) the agent is _________; AND
2) his conduct is _________________.
liable
authorized
The agent WILL be liable if:
1) the conduct was _______________; OR
2) the principal was ______________ or partially ______________ (without a _______) to the third party.
unauthorized
undisclosed
disclosed
name
An agent will usually have no liability if they:
1) fully _____________ the principal to the third party; AND
2) acted within their scope of _____________.
disclosed
authority
Employee vs. Independent Contractor
Deciding between these two labels depends on a number of factors, but the primary focus is…..
whether the principal had the right to control the __________ and ___________ in which the job was performed.
manner
method
Intentional torts are generally outside the scope of employment UNLESS:
1) the act was specifically _______________ by the employer;
2) the act was driven by a desire to __________ the employer; OR
3) the act was a result of naturally occurring _________ from the type of employment.
authorized
serve
friction
To determine the scope of employment, courts analyze whether the conduct:
1) is the kind the employee is employed to _________;
2) happens substantially within the authorized ______ and _______ limits; and
3) is _______________ to serve the employer (in whole or part).
perform
time and space
motivated
An employee is acting within the scope of employment when:
1) he is performing work _____________ by the employer; OR
2) he is engaging in a __________ ___ _____________ subject to the employer’s control.
assigned
course of conduct
Conduct is NOT within the scope of employment if:
1) it is _________ and
2) not intended to serve any ____________ of the employer.
unrelated
purpose
Factors that courts use to analyze whether a person is an employee or an independent contractor:
1) the _______ of work
2) if the work ____________ the employer’s business
3) the extent of the principal’s _________ over work __________
type
benefits
control
details
Factors that courts use to analyze whether a person is an employee or an independent contractor:
4) whether the agent/contractor is engaged in a ___________ business
5) the _________ of ______ of the employment/engagement
6) whether the agent was hired for a business _________
distinct
length of time
purpose
Factors that courts use to analyze whether a person is an employee or an independent contractor:
7) the pay (hourly vs. ___ __________);
8) who supplied the equipment and ________;
9) the degree of ____________;
10) the level of ______ required;
11) the characterization and belief of ______________;
by project
tools
supervision
skill
relationship
Apparent authority exists when:
1) A third party ______________ believes that the agent has authority to act for the
principal; AND
2) The third party’s belief is ___________ to the principal’s _________________.
reasonably
traceable
manifestations
A principal indicates that an agent has authority when he:
1) gives the agent a ___________ or ______ that indicates authority;
2) previously held the agent out as authorized and did not ____________ revoke; OR
3) ___________ the agent with the appearance of _____________.
position or title
publicly
cloaked
authority
Apparent authority does NOT exist if the third party knew that the agent did not have
___________ _______________.
actual authority
