A) Agency: What is an Agent?-
1.
Jenson Farms v. Cargill-
Farmers sue buyer (A&P)
a. Rules-
· Agency is the fiduciary relationship that results from the manifestation of consent by one person to another that the other shall act on his behalf and subject to his control, and consent by the other so to act
§ agreement
§ no intent of A/R
§ c/e is ok
· but P must consent
· creditor can be P if
§ management
§ de facto control
· consider all circumstances
· beneficial primarily for P and no others = A/R
· supplier Ø A/R- factors for suppliers
§ fixed price w/o regard to consumer price
§ independent business
b. Decision/Holding-
· financial & managerial control = A/R
§ even if undisclosed
· Three elements of agency
§ P’s manifestation of consent to A
§ A acting on behalf of P
§ control of A by P
2.
Palmer & Cay v. CAIS-
ins. cancelled, return payment of premium
a. Rules-
· can’t pay debt to A
· IC can be an A
· broker can be an A
· one appointed to establish a K relationship b/w P & 3P is an A
b. Holding-
· one can’t satisfy debt owed by paying his or her own agent
3.
Hunter Mining Lab v Mgmt Asst-
two IT Co’s closed before finishing job
a. Rules-
· A/R- P possesses right to control A’s conduct
§ Ø mean A/R exists every time party has K right to control some aspect of another party’s business
§ only when controls day to day
· fiduciary obligation to act primarily for one P
b. Holding-
· software company not liable for 2 sellers/installers of their prod.
· in short, only relationship = seller/buyer
c. Notes-
· primary basis of decision- MAI Ø exercise sufficient control
4.
Edwards v. Nat’l Speleological Society-
fell in well- local ‘grotto’ of NSS
a. Rules-
· test for A/R is right of control- Ø that right is exercised
b. Holding-
· no ‘right of control’ existed over local grottos
c. Notes-
· MLB commissioner = IC or EE of MLB
· decisive test in determining whether relationship of P & A exists = whether ER has right to control & direct servant in pfc of his work & manner in which work is done
· A can have much more skill than ER
· Jenson Farms v. Cargill-
· Cargill & Warren’s relationships-
· (1) buyer/seller
· (2) creditor/debtor
§ part of mgr relationship
§ financing relationship
· (3) agency relationships-
§ special agent- under seed contracts
§ general agent- disputed aspect of case
· control over major bus ops
· no longer ‘right of access’
· use of Cargill labels on forms, checks, etc.
· 3 elements of Agency- ct found all met
· inadvertent agency case- regardless of intent
ed case in this subject (Cardoza)
· straight A/R but joint ventures
· PS= assoc of 2+ persons, co-owners of bus for profit
· Case focus-
· does Salmon owe Meinhard a duty?
· should Salmon have to keep the JV going?
§ duty of loyalty according to the ct
· Meinhard remedy/duties owed to him-
· Rst3d § 8.01- fiduciary duty of loyalty
· Rst3d § 8.02- defining loyalty
§ Ø to materially benefit from job against P
§ everyone in PS has right to that benefit
§ Ø mean partner can’t do things on own
· Rst3d § 8.03- cannot act adversely by dealing w/ P in a transaction connected to the A/R
· Rst3d § 8.04- duty to refrain from competing
· Rst3d § 8.05- duty Ø to use prop of P c/n to A/R
· Rst3d § 8.06- w/consent, seek benefit separately
· “Morals of the marketplace”-
· responsibility to get best deal for self w/o lying
§ no duty of loyalty attaches to this situation
§ different- when A/R or PS b/c K of loyalty
Agent as Fiduciary-
1.
Meinhard v. Salmon-
joint venturers; NY Hotel; Salmon by self now
· Rules-
duty of finest loyalty
