-a relation based upon an expressed or implied agreement whereby one person, the agent, is authorized to act under the control of and for another, his principal, in buisness transactions w/ third parsons. The acts of the agent obligate the principal to third persons and give the principal right against the third persons.

- usually an agency may be created to perform any act which the principle himself could lawfully do

-unlike an agent, an ordinarey employee is not hired to represent the employer in dealings with third persons

-Employer is liable to third party, for the acts committed by an employee, which are in the employee's scope of employment

    -(ex) best buy

    -Vicarious Liability-the employer is liable without any fault on the part of the employer. (except for crimes) 

employer liable if:

1. employee committed a wrong

2. employer has physical control over employee

3. the wrong was committed in the employee's scope of employment 

or

4. employer was negligent in selecting or supervising employee

5. employer gave non-delegable duties to employee

-A master controls means and manner. That is master who has the right to control the physical conduct of the servant

-master only controls the end result of an independent contractor

    -Respondent superior- (let the superior respond)- master is liable for the servant

authority of an agent;

Express Authority

-the principal extends directly to the agent. If the principal tells the agent to perform a certain act, the agent has the expressed authority to do so

-equal dignity rule- most states require that the contract must be in writing

authority of an agent;

Incidental Authority

-may be implied from the performance of the agent. This implied authority may also be considered customary authority- according to the custom of the community, usually accompanies the transaction for which the agent is authorized to act. 

authority of an agent;

Apparent Authority

-is when a third party resonably believes that the agent has that authority, based on the principal's words or conduct.

-generally a third person who deals with a person claiming to be an agent, cannot rely on the statements made by the agent concerning the extent of his authority. 

-if principal does not give the agent that authority transactions between the agent and third party have no legal effect

Taxes

-corporation pays own taxes; not stockholders

Liability if sued

-corporation liable only; not stockholders

Operation

-directors and officers run corporation; not stockholders

Ownership

-owned by stockholders per amount of stock they own

-Corporation is a legal person

-Each state has different corporate laws (DE)

-Corporate charter- all major rules of the corporation, only stockholders can change

-ultra vires-corporation acts beyond its charter

-earned surplus-profit of the corporation- retained earnings

-foreign state- from another state

-jointly liability- together

-severally liability- individually

-proxy- power of attorney- to vote shares

Taxes

-partners pay their own taxes; partnership does not pay taxes

Liability if sued

-partners are personally liable, from their own money

Operation

-partners themselves run the partnership

Ownership

-owned by partners per % in agreement

-partnership is a legal person

-someone did something wrong and damaged party needs to be compensated for their loss

-intentional torts

   -acts that party is aware of (assault + battery)

-unintentional torts

   -negligence

Un-intentional Tort outline;

Person Responsible (Age)

A. under 7 years old- no negligence

B. 7-14 year old- presumed a child

     -compaired to peers (of same age) + experence

C. 14-18 year old- presumed an adult

Un-intentional Tort outline;

Negligence

-some one is injured or suffers a loss because of another's lack of due care of a  reasonable person under the circumstances

Elements

1. Duty of care

    - duty is measured by a reasonable persons standard

2. Breach of duty

    - did not do what you had a duty to do

3. Proximate cause

    -strong connection between the negligent act and the injury,loss,or damage

4. Damages

    -a legal, recognizable injury

-a violation of a statute is evidence of per se negligence.

    - guys signs speeding ticket guilty of negligence

Un-intentional Tort outline;

Defenses

-I am not negligent because...

1. Contributory negligence

    - 1% rule. any negligence by plaintiff will lead to them not being able to recover any damages

2. Comparative negligence (PA)

    -plaintiff receives no recovery if they are 51% neligent

    -however if there is a share of the liability, the damages are divided up by % of liability.

3. Assumption of risk

    -when the plaintiff knows the risk and  voluntarily assume it, they can not collect any damages

4. Emergency situation

    - someone who is helped voluntarily can not sue that person for negligence

Un-intentional Tort outline;

Proximate cause

-must have in all negligence cases

-used to limit the scope of the defendants liability from a large # of plaintiffs that might be harmed by the defendants actions.

1. Direct cause (PA)

    - the immediate reason damage was caused by an act or negligence. The negligence must have caused the damages, without intervention of another party, and cannot be remote in time or place.

2. Substantial cause

    -"but for” test

         -(NOT in PA goes too far down the line) For the defendant to be held liable, the plaintiff must establish that their loss was in some way cause by the defendants action

Un-intentional Tort outline;

Property

-landowners are expected to exercise reasonable care to protect individuals that come on to their property from harm

1. Trespass

    -a person without permission enters onto land that is owned by another

    -the owner is not negligent as long as there is no reckless conduct (can't set up traps)

2. Licensee

    -going on to your property for the your benefit, such as mailman and gas meter readers

    -should be proected against defects you know about

3. Invitee

    -business or individual that invite people onto/ into their property

    -protect against risk that the owner knew or should have know about.(duty to discover and remove dangers)

    -any guest in your house or store that gets hurt from something you should have discovered- your liable

Un-intentional Tort outline;

Absolute Liability

- the defendant is liable even though he used "due care" also called strict liability

1. wild animals (ex lions)

    -hurt at the zoo they are always liable unless some assumption of risk

2. Ultra-hazardous (ex) dynamite

    -construction sites, drop a brick of roof, they are liable

3. Products liability (ex) defective toaster

    -restatement of torts 402A

          1. defective condition when defendant sells it

          2. defendant normally in buisness of selling that product

          3. product must be unreasonably dangerous

          4. must incur physical harm

          5. caused of injury or damage

Only Defense

    -assumption of risk

Intentional Tort outline;

Assault

-place another in fear of bodily harm and ability to do so

-need to be aware and know what your doing

Intentional Tort outline;

Battery

-unprivileged touching

Intentional Tort outline;

Defamation

-wrongfully hurting a persons good reputation

-tort of defamation also arises when false statements of fact are made about a persons product, buisness, or legal ownership rights to property.

- statements of opinion are protected under the 1st amendment and therefore not actionable

1. libel- written

2. slander- oral

Intentional Tort outline;

false imprisonment

-improper restriction of your movement

-buisness face suits in false imprisonment after they have attempted to confine a suspected shoplifter for questioning

Intentional Tort outline;

Conversion

-convert anothers property to your own use

-borrow lawnmower for too long

Intentional Tort outline;

Infliction of mental distress

1. zone of danger

2. family members

C- capasity

A- assent

F- form

C- consideration

O- offer

L- legal

A- acceptance

what are the 7 elements of a contract;

offer

1. must be communicated to offeree

2. must be an intent to create a contract

    -reasonable standard

3. must be reasonable certain or definite, not too vague

-offer can be terminated or changed until accepted

   1. revoke- take it back

   2. rejected by receiving party

   3. by law ( such as death)

   4. too much time (reasonable or stated)

          - state the end date, or reasonable time)

   5. subject matter destroyed

          - car crashed before acceptance

-an expression of opinion is not an offer

   - "hand should heal in a few days"

- some offers can not be revoked

    - exchange of money for an agree to hold the offer open (downpayment)

what are the 7 elements of a contract;

acceptance

1. can only be accepted by who the offer is made to

2. does not need communication (mail in acceptance) but silence is not 

    - (ex) knock on window and shows bucket to car owner, if the owner doesnt say anything but lets you clean there is acceptance.

what are the 7 elements of a contract;

capacity

legal ability of a person to enter into a contract

1. Minors

    -anyone under age of 18 (unless emancipated-when a minor leaves parental control)

    -voidable at option of minior 

    -can get out (disaffirm) the contract;before 18 or a resonable time after

    -ratify at the age of 18 when the minor agrees to the terms of the contract (ratification- confirming the contract)

    -minor may be liable for the reasonable value for goods that are considered reasonable necessaries (clothing, shelter, food)

2. Drunks

    - contract can be either voidable or valid 

    - valid if they had sufficient capacity to understand the legal consequences of their actions

    - voidable so drunk that they could not understand their actions and must return all consideration 

3. Mentally incompetent 

   -can be void- if person is court determined to be mental incompetent by the court

   -can be voidable- if person is mental incompetent but not determined by court

   -valid if they understand the nature of the contract

   -valid if they are in a lucid state

what are the 7 elements of a contract;

consideration

value given in turn for a promise or a preformance

    -I give up something,you give up something

1. you must have present consideration, not past

2. it can be either:

   -promise (pre-existing duty doesnt count)

   -act

   -not to act (forebearence- refraining for something)

what are the 7 elements of a contract;

assent

-assent is voluntary consent.

-lack of assent is a defense to the contracts enforceability. due to (FM MUD);

1. fraud 

    -misrepresentation of a material fact (not opinion unless profession)

    -intent to deceive (sienter)

    -innocent party relied on

    -damages or harm

2. mistake

   -only a mistake of fact makes a contract voidable not a mistake of value

   *Bilateral mistake of fact- mutual mistake(both parties make the same mistake)

   *Unilateral mistake- only one person made the mistake- usually binding 

3. duress

   -use of threats to force a party to enter into the contract 

4. undue influence

    -a person of special relationship influences  preventing them to act on their own free will

5. innocent misrepresentation

    -a person makes a statement that they believe to be true.

    -harmed party can rescind the contract but usullay cant receive damages

what are the 7 elements of a contract;

legal

-must be for a legal purpose and not against public policy

-illegal acts are void

   -gambling

   -drugs

   -contract w/ someone without required license (CPA, Dr, JD, realtor) even after performance

-public policy

   -anti-competitive agreements- agreement not to compete.

   -must be reasonable in both time and geographic restrictions

what are the 7 elements of a contract;

form

-contracts can be oral or in writing exception certain contract which fall within the statute of frauds must be in writting

    - contracts involving land

    - one year rule- may be oral if the contract be preformed in a year

- any promise in consideration of marriage must be in writing (prenuptial agreement)

-uniform commercial code (UCC)

     -writing contract for the evidence of a contract of sale of goods over $500 must be in writing.

-Parol Evidence Rule

     -last written agreement overrides all prior verbal agreements.

     -court needs to see that the contract is the complete and finial statement of their contract 

what are the 7 elements of a contract;

damages

monetary damages- difference between market price vs. contract price

1. Compensatory Damages

    -damages that compensate the injured parties to pay for their direct loss to make "them whole"

2. Incidental Damages

   -additional expenses cause by the directly loss (ex) moving expenses 

3. consequential  

    -foreseeable damages that the breaching party must know of

    -based on special circumstances of the contract (ex) because of the company not supplying our materials, we couldnt have our product ready to sell to our buyers.

equitable remedies

1. specific preformance

    - calls for the preformance of the act in the contract (what you said you would do). only granted when monetary damages arent adequate

    - ony used if the item in unique or rare. such as land or a rare coin or painting

1. Complete performance

    -party preforms exactly as agreed 

    -contract can define what is meant by complete preformance. 

2. Substantial performance

    -performance does not vary greatly from the performance promised. In good faith, they substanctially create the same benefits as those promised--> it is enforceable. 

    -(ex) bathroom sinks must be Kohler.--> industry standard

    - might be able to get some damages (partial damages)

    -reasonable persons standards

3. discharge of preformance

    -if there is a material breach the non-breaching party is excused from preforming their part and can sue for damages.

• to revoke a contract the the offeror must verbal communicate 
• while the offeree may accept of reject an offer at the time post marked 

unexcused failureto perform an obligation under a contract

• a breach that occurs as a result of repudiating a contract before the due date for performance
• nonperforming party must clearly communicate by words or behavior intention not to perform

• the transfer of a right from one party to another.
• person who transfers their rights-assignor
• person who receives the rights-assignee

specific performance ch 10

remedy for breach

• a court decree mandating a party to perfom in accordance with the contract 
• applicable to contracts for real estate since each parcel is unique

recission ch 10

remedy for breach

cancellation of a contract that results in parties being restored to the position they were in before contract was made

foreclosure ch 10

remedy

legal process where a nonbreaching party can obtain possession of real property and sell it to recover amount due

When you don't pay the bank what they lent you to buy the house, forclosure is the legal process they need to take based on their mortgage

damages-

liquidated damages ch 10

• amount of money stipulated in a contract that will be awarded in case of a breach
• amount must be reasonably calculated to approximate actual damages (not be a penalty)

• contracts statute of limitations vary
• 4 to 6 years is typical

Satute of Frauds 

(6 contracts that need to be in writing to be enforceble)

• both parties dont need to sign. just signed by the defendent

MY LEGS 

• M - marriage is consideration (if you marry me I'll buy you a house)
• Y - cant be performed within a year ( I'll coach for the next 5 yrs)
• L - land (sale of real property, leases of real propert for more than a year)
• E - contracts by executors to pay estate debts out of personal fund
• G - sale of goods of $500 or more
• S - contracts to act as surety (pay debt for another)

• defense to party who has been released from a contract
• occurs when new contract substitutes a new party for an old party in an existing contract.
• all parties must agree to the release