WASHINGTON COLLEGE OF LAW
AMERICAN UNIVERSITY
BUSINESS ASSOCIATIONS
FALL 2014
PROFESSOR EFFROSS
OFFICE 478
SYLLABUS #1
- Statutory sections relevant to more than one topic might be found under each of those topics.
Page numbers in the statutory supplement are indicated in [brackets].
- You should also read (where they appear in our statutory supplement)
the Comments to the statutory sections indicated below, and (where they appear in the
Hamilton casebook) any notes after the cases indicated below.
* indicates that you need only browse/skim the associated reading
We will be working through this syllabus in order. By (usually) the end of the day of each class session,
the course Web page will indicate the syllabus (sub)section that we were discussing when class adjourned
and the (sub)section that we will probably reach by the end of the next class.
We will not meet on
Monday, November 25 or Wednesday, November 27 (week of Thanksgiving),
Instead, we will have a double-makeup session for those classes before November 25.
A suggestion on preparing each section of the reading for class:
first read the assigned Examples and Explanations material; then read the casebook, the relevant
pieces of the statutory supplement, and any course Supplement material for that section that is
marked with a “%”; then browse the remaining material in that portion of the course Supplement.
Let us go, for the long road calls us.
-- Dante, INFERNO iv. 22
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1A
Introduction; Business Associations; Statutory Framework and Theory
*Hamilton, 1 – top of 6
*Kleinberger, 234 – top of 240
Palmiter, middle of 5 – middle of 8
1B
Agency
Sections of the Restmt. (Third) of Agency indicated below, from the statutory supplement
[If you’re interested, the full version of this Restatement is shelved inside, and
immediately to the left of the entrance to, the Pence Law Library’s Reserve area.]
Selections from Hamilton and from Kleinberger, indicated below
-You may disregard any references in either to the Restatement (Second) of Agency
In Section 1B(6), the sections of the Uniform Partnership Act (UPA) and Revised
Uniform Partnership Act (RUPA) indicated below, from the statutory supplement
1B(1) Agency, Defined
Hamilton, 15 – top of 19
Kleinberger, 1 – top of 3; bottom of 7 – top of 16; 151 n.2; 191 – middle of 198
1.01- Agency Defined [(starts on statutory supplement page) 34]
1.02- Parties’ Labeling and Popular Usage Not Controlling [34]
1.03- Manifestation [34]
1.04(1)- Coagents [34]
1.04(3)- Gratuitous Agent [34]
8.13 comment d [in Supplement]
1.04(5)- Person [35]
1.04(8)- Subagent [35]
3.14- Agents with Multiple Principals [52]
3.15- Subagency [52]
3.16- Agent for Coprincipals [53]
1B(2) Duties of Agent
Hamilton, bottom of 38 – middle of 40
Kleinberger, 151 – middle of 163; middle of 201 – middle of 204; 209 – 213
8.01- General Fiduciary Principle [72]
(2a) Duties of Performance
8.07- Duty Created by Contract [78]
8.08- Duties of Care, Competence and Diligence [78]
8.09- Duty to Act Only Within Scope of Actual Authority [79]
8.10- Duty of Good Conduct [79]
8.11- Duty to Provide Information [79]
1.04(4)- Notice [34]
8.12- Duties Regarding Principal’s Property [80]
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(2b) Duties of Loyalty
8.02- Material Benefit Arising Out of Position [74]
8.03- Acting As or on Behalf of an Adverse Party [75];
and comment d [in Supplement]
8.04- Competition [76]
8.05- Use of Principal’s Property; Use of Confidential Information [76]
1B(3) Tort Liability of Agent for Agent=s Actions
Hamilton, last paragraph on 21
Kleinberger, 169 – middle of 170
7.01- Agent’s Liability to Third Party [66]
7.02- Duty to Principal; Duty to Third Party [66] and comment d [in Supplement]
1B(4) Tort Liability of Principal for Agent=s Actions
Hamilton, 19-23
Kleinberger, 97 – 125; middle of 175 – 179
[browse only: 180 – middle of 181]
*Excerpt from Community for Creative Non-Violence v. Reed (1989) [in Supplement]
7.03- Principal’s Liability—In General [67] and comment b [in Supplement]
(4a) Direct Tort Liability (Three Ways)
7.04- Agent Acts With Actual Authority [67]
7.05- Principal’s Negligence in Conducting Activity. . . [68]
7.06- Failure in Performance of Principal’s Duty of Protection [68]
(4b) Vicarious Tort Liability (Two Ways)
2.04- Respondeat Superior [45]
7.07- Employee Acting Within Scope of Employment [68]
7.08- Agent Acts With Apparent Authority [71]
1B(5) Agency Theories of Contract Liability
(5a) Types of Principals
Hamilton, bottom of 23 – middle of 24
1.04(2)- Disclosed, Undisclosed, and Unidentified Principals [34]
6.11 comment d [in Supplement]
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(5b) When an Agent Herself Becomes a Party to a Contract
(i.e., Contract Liability of Agent to Third Party; and of Third Party to Agent)
Hamilton, 37 – middle of 38
Kleinberger, 165 – middle of 167
6.01- Agent for Disclosed Principal [58]
6.02- Agent for Unidentified Principal [59]
6.03- Agent for Undisclosed Principal [60]
6.04- Principal Does Not Exist, or Lacks Capacity [61]
*4.04- Capacity to Ratify [54]
6.09- Effect of Judgment. . . [65]
6.11(1),(2),(4)- Agent’s Representations [66]
(5c) Agent Liability to a Third Party for Breach of Warranty of Authority
Kleinberger, middle of 167 -- 168
6.10- Agent’s Implied Warranty of Authority [65]
(5d) Four Ways in Which Agent=s Action Can Bind Principal to Third Party
(5d)(1) Actual Authority (and Implied/Incidental Authority)
Hamilton, bottom of 24 – middle of 26, 41
Kleinberger, 27 – 35
2.01- Actual Authority [35]
2.02- Scope of Actual Authority [37]
3.01- Creation of Actual Authority [46]
3.02- Formal Requirements [46]
3.10(1)- Manifestation Terminating Actual Authority [46]
(5d)(2) Apparent Authority
Hamilton, middle of 26 – middle of 29, last paragraph of 41
Kleinberger, bottom of 27 – middle of 52
2.03- Apparent Authority [45]
3.03- Creation of Apparent Authority [46]
3.11- Termination of Apparent Authority [46]
7.08- Agent Acts With Apparent Authority [71]
6.11(1),(2)- Agent’s Representations [66]
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(5d)(3) Estoppel
Hamilton, 29n4, 30n5
Kleinberger, 59 – middle of 60
2.05- Estoppel to Deny Existence of Agency Relationship [45]
2.06- Liability of Undisclosed Principal [45]
(5d)(4) Ratification
Hamilton, middle of 33 – middle of 35
Kleinberger, bottom of 63 – middle of 69
4.01- Ratification Defined [53]
4.02(1)- Effect of Ratification [53]
4.03- Acts That May Be Ratified [54]
*4.04- Capacity to Ratify [54]
*4.05- Timing of Ratification [56]
4.06- Knowledge Requisite to Ratification [56]
4.07- No Partial Ratification [56]
4.08- Estoppel to Deny Ratification [57]
6.08- Other Subsequent Dealings. . . [64]
Compare to 2.07- Restitution of Benefit [45]
(5e) Contract Liability of Third Party to Principal
Hamilton, bottom of 35 – top of 37
Kleinberger, first sentence of § 2.7.4 (bottom of 69), 36 – 37
6.01, 6.02, 6.03 [see above, under (5b)]
6.11(4)- Agent’s Representations [66]
(5f) Liability of Agent to Principal
Hamilton, 2nd and 3rd full paragraphs on 40 (“An agent also. . .”)
Kleinberger, middle of 163 – 164
8.07 [see above, under (2a)]
(5g) Liability of Principal to Agent
Hamilton, bottom of 40 – top of 41
Kleinberger, middle of 171 – middle of 175
8.13- Duty Created by Contract [80]
8.14- Duty to Indemnify [80]
8.15- Principal’s Duty to Deal Fairly and in Good Faith [81]
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1B(6) Partnership Illustrations of Agency Law
Kleinberger, middle of 294 – middle of 300; 331 – middle of 350
National Biscuit Co. v. Stroud (1959)- [beginning on] 58 [in the Hamilton casebook]
Smith v. Dixon (1965) [in Supplement]
Uniform Partnership Act [UPA]
'' 9(1),(2),(4) [86]
§3
[84]
§ 12
[87]
' 10(1), (2) [86-87]
'' 18(e),(g),(h)[89]
' 15 [87]
Revised Uniform Partnership Act [RUPA]
'104(a) [108]
Supplementary Principles of Law
' 301 [115]
Partner as Agent of Partnership
§ 102(a)-(e) [104-105] Knowledge and Notice
§ 102(f) [105]
Notice to Partner Binds Partnership
' 302 [116]
Conveyance of Real Property of the
Partnership
' 303 [117]
Statement of Partnership Authority
§ 105(a) [108]
[Filing of Statements]
' 401 [122]
Rights and Duties of Partners
' 306 [119]
Nature of Partner=s Liability
*' 31(1)(b) [91]
*' 35 [93]
*' 801 [143]
*' 804 [148]
*' 13 [87]
*' 305[119]
Causes of Dissolution
Partner=s Power to Bind Partnership
to Third Parties After Dissolution
Partner=s Wrongful Act Binds P=p
*{PA [Form of Partnership Agreement] 1.5.2 [165], 5.1 [169], 5.2 [169], 5.3 [170],
5.4 [170], 5.5 [171], 8.1 [173], 8.2 [173]}
(c) 2014 Walter A. Effross
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