VIRGINIA AGENCY PROFESSOR GEORGE S. GEIS UNIVERSITY OF VIRGINIA SCHOOL OF LAW

Transcription

1 VIRGINIA AGENCY PROFESSOR GEORGE S. GEIS UNIVERSITY OF VIRGINIA SCHOOL OF LAW CHAPTER 1: THE AGENCY RELATIONSHIP A. Virginia Agency Law in Six Basic Steps 1) Frming an agency relatinship 2) Meet the players: the principal, the agent, and the third party 3) Cntractual liability f the principal t the third party 4) Trt liability f the principal t the third party 5) Liability f the agent t the third party 6) Rights and duties f the principal and the agent There are three key parties in agency law: 1) 2) 3) Depending n the questin, yu will need t cnsider either tw r three f these parties. B. Intrductin What is agency law? In a nutshell, agency law deals with the fllwing questin:? C. Frmatin f Agency Relatinship What des it take t establish an agency relatinship? between the principal and the agent The agent will act the principal The agent will be subject t the principal s Nte 1: Remember ABC an Agreement, n Behalf f, subject t the principal s Cntrl. Example 1: I give yu my watch. Are yu my agent? Example 2: Here s my watch; can yu sell it fr me? Yu say yes. Are yu my agent?

2 Example 3: Yu buy my watch fr fair value ($5), lking t resell it fr $10. Are yu my agent? Cmmn questins abut the establishment f an agency relatinship: D yu need cnsideratin? Is an agency relatinship a cntract? D yu need t get the agreement in writing? The Equal Dignity Rule agency relatinship must cmply with the writing requirements f the underlying transactin (e.g., the sale f prperty requires a writing under the Statute f Frauds, s the agency relatinship must be in writing) What capacity is required t frm an agency relatinship? T becme a principal: Capacity t bth and fr any that the agent may be cnducting T becme an agent: Capacity t cnsent t what Can minrs be an agent? Can minrs be bund in cntract as a principal? Analyze mental illness r extreme intxicatin the same way. A few examples f the agency relatinship: An emplyer (principal) and emplyee (agent) A crprate entity (principal) and an fficer f the crpratin (agent) A mvie star (principal) and his talent agent (agent) A huse seller (principal) and her real estate brker (agent) CHAPTER 2: THE AGENCY RELATIONSHIP PLAYERS A. The Principal The best way t structure any agency prblem is t draw a map f the player pwer triangle. Principal Agent Third Party The hallmark f a principal is the cntrl f, r right t cntrl, the agent s actins. D yu need t cntrl every detail f the actin t becme a principal?, just need general cntrl ver the ultimate bjective r result 1. Tw primary brands f the principal Nn-emplyer principals Lk fr relatinships with lser cntrl ver the day-t-day activities f the agent Themis Bar Review, LLC VA Agency

3 Example: Emplyer principals (frmerly called a master ) In rder t identify an emplyer principal, yu shuld lk fr: ver the detailed activities f the agents, especially if it invlves cntrl ver Other indicatrs f an emplyer principal: Principal supplies at place f emplyment Principal pays the wrker a regular paycheck Wrker s skill level is The principal directs the wrk t cmpletin 2. Other nuances Small business wners are cmmnly used as principals n the bar exam. Can a crpratin be a principal? Can a crpratin that is nt yet frmed (a pending r future crpratin) be a principal? Can a partnership be a principal? B. The Agent 1. General requirements t serve as an agent Capacity: recall that capacity t frm cntracts is nt needed. Thus, minrs can serve as agents as lng as they can manifest assent t act and be subject t the principal s Can a business entity be an agent? Remember: yu d nt need cnsideratin r a writing t becme an agent. Als: the law des nt care if yu deny that yu are an agent. In ther wrds, yu cannt self-define yur legal status. 2. Types f agents a. Independent cntractr agents (smetimes called nn-emplyee agents) Lk fr relatinships withut cntrl ver the day-t-day activities f the agent, especially the physical cnduct f the agent s perfrmance Other indicatrs f an independent cntractr agent: Agent maintains a Agent is Agrees t be paid a fixed fee Receives payment based n results VA Agency 2016 Themis Bar Review, LLC 3

4 Accepts respnsibility t fix defects at her wn expense b. Emplyee agents (frmerly called a servant ) Lk fr relatinships with mre cntrl ver the day-t-day activities f the agent Other indicatrs f an emplyee agent: Tasks are generally cmpleted Emplyed fr lng perids f time by same persn Paid n a regular perid (hurly, weekly, etc.) Example 4: An example f the difference - cnsider tw types f gardeners: The bi-weekly gardener is likely a(n): The live-in gardener at a large estate is likely a(n): c. General versus special agents: General agents have Special agents have 3. Subagents A subagent is an agent wh has been appinted by anther agent t help with a task fr the principal. Example 5: A general cntractr wh is building a huse fr a principal hires a subcntractr t install the electricity. The electrician may never meet the principal but is still a subagent. In rder t appint a subagent, an agent must have The subagent will we certain duties t the agent. Will the subagent als we duties t the principal? Sme special prblems with subagents: Is the agent respnsible fr the subagent s breach f cntract? Is the agent respnsible fr the subagent s trt? Is the principal respnsible fr actins f the subagent? C. The Third Party Lk fr smene else wh has interacted with the agent r the principal. The relatinship will typically invlve a cntract r a trt Themis Bar Review, LLC VA Agency

5 Tw classic examples: The agent makes a cntract with a third party n the principal s behalf. The agent cmmits a trt against a third party, while carrying ut the business f the principal. CHAPTER 3: CONTRACTUAL LIABILITY OF THE PRINCIPAL TO THIRD PARTIES A. Intrductin We are nw mving t prblems invlving all three players n ur agency pwer triangle. Exam Tip 1: This is a highly testable issue. One f the primary uses f an agent is t create cntracts that bind the principal t the third party. Nt all attempts by the agent t create a cntract will bind the principal. The principal is nly bund in cntract law t the third party if the agent has, if the principal, r if the principal. B. Authrity We will discuss three primary types f authrity: 1) 2) 3) The key t distinguish between different types f authrity is t determine the directin f a cmmunicatin n ur pwer triangle. 1. Actual Express Authrity The mst bvius type f authrity It depends n a cmmunicatin frm. The principal tells the agent t frm a specific cntract, and the agent des it. Example 6: Pam, a principal, instructs her agent Abe t sell my car. Abe sells the car t The. Is Pam bund by this cntract? Hw des a principal cnvey actual express authrity? She must make a manifestatin t the agent that causes the agent t believe that he is authrized t frm the cntract. This usually invlves: VA Agency 2016 Themis Bar Review, LLC 5

6 Verbal r written statements Clear and direct language Specific and detailed instructins The agent s understanding f the instructins must be reasnable under an bjective standard. The manifestatin frm the principal must als reach the agent. Can it be cmmunicated thrugh anther agent? Can actual express authrity ever be cnveyed by a principal s silence?, if the agent starts taking an actin and it wuld be reasnable fr the principal t bject under the circumstances. Example 7: Abe is Pam s general agent and has rutinely sld her cars in the past. While walking with Pam dwn the street, he writes ut a fr-sale sign and puts it n her car, as Pam watches. Her failure t bject prbably creates actual express authrity. Can actual express authrity ever be cnveyed by errr?, if the agent receives manifestatin frm the principal that is intended fr anther agent and reasnably understands that the manifestatin. Example 8: Abe is Pam s general agent and has rutinely sld her cars in the past. While walking with Abe dwn the street, Pam instructs anther agent, Peter, n her hands-free cell phne, t sell Pam s car. Abe des nt realize (reasnably) that Pam is n the phne and thinks the cmmand is directed at him. There is prbably actual express authrity fr Abe t sell Pam s car. Des the third party need t knw abut the manifestatin that creates express actual authrity? 2. Actual Implied Authrity Actual implied authrity is very similar t actual express authrity. Depends n a cmmunicatin frm There is nt an explicit instructin frm the principal. Rather, the agent is understd t be given authrity t cntract fr activities that are t the agent s reasnable understanding f his bjectives. Example 9: Pam, a principal, instructs her agent Abe t sell my car. Abe has actual express authrity t sell the car and actual implied authrity t listing Pam s car. Ways t cnvey actual implied authrity: Themis Bar Review, LLC VA Agency

7 By nrmal business custms By By acquiescence r histrical patterns between the principal and agent By an emergency Implied authrity t delegate: Agents nrmally lack the pwer t delegate the principal s express r implied authrity t anther persn. Hwever, there are sme exceptins when implied authrity will usually permit delegatin: Acts that are impssible fr the agent t perfrm himself Des the third party need t knw abut the manifestatin that creates actual implied authrity? 3. Apparent Authrity Apparent authrity is very different frm the actual authrity, as it depends n a manifestatin frm. The agent s authrity t cntract is derived frm reasnable perceptin f the authrity granted t the agent by the principal. Editr's Nte 1: Prfessr Geis misspke; the authrity is granted t the agent by the principal. Des the agent need t knw abut the manifestatin t the third party that creates apparent authrity? Des the third party need t take detrimental actin in reliance n the principal s manifestatin t create apparent authrity? Example 10: Pam, a principal, tells a third party, The, that her agent Abe has authrity t sell my car. Privately, she tells Abe nt t cnclude the deal withut Pam s final apprval. Nevertheless, Abe sells Pam s car t The withut btaining this final apprval frm Pam. Is Pam bligated t hnr this cntract under actual express authrity? Is Pam bligated t hnr this cntract under actual implied authrity? Is Pam bligated t hnr this cntract under apparent authrity? Manifestatins t a third party that can create apparent authrity: statement frm the principal VA Agency 2016 Themis Bar Review, LLC 7

8 By the agent s prvides apparent authrity t enter cntracts that mst parties in that psitin culd frm The third party s belief abut the agent s authrity must be. That is, the third party cannt snap up a deal under apparent authrity that seems t gd t be true. Example 11: Pam, a principal, tells a third party, The, that her agent Abe has authrity t sell my car. Privately, she tells Abe nt t cnclude the deal withut Pam s final apprval. Abe ffers t sell Pam s Mercedes t The fr $10, and The accepts. Is Pam liable t The fr this cntract? The impster prblem: Occurs when an impstr agent purprts t bind a principal under apparent authrity. This will nrmally nt wrk, unless it is negligent fr the principal t allw the agent t have the appearance f actual authrity. Example 12: Angela ges t the Salvatin Army and buys a shirt with the McDnalds lg. She then stands in frnt f the lcal McDnalds and ffers jbs t everyne wh passes by. Is McDnalds bund by these emplyment cntracts?, if it wuld be Same result if Angela des this tw miles away? C. Ways t terminate an agent s authrity: Terminate the Revcatin f the A dramatic change in circumstances Passage f a Death f the principal (usually) Death f the agent Lss f capacity by the principal (usually) Breach f fiduciary duties by the agent D. Estppel Even when there is n actual r apparent authrity, a principal may be bund t the third party in cntract law under estppel. This may be related t the impster agent prblem. The third party can successfully assert an estppel claim when: They reasnably believe a transactin was frmed fr the The principal intentinally r carelessly that belief The third party incurs a change f psitin Themis Bar Review, LLC VA Agency

9 Example 13: Hbsn is nt emplyed, but he lurks arund the lcal furniture stre fr hurs at a time dressed in a suit. One day, he cllects $500 in cash frm Tina, purprting t sell Tina a dresser set. When Hbsn disappears with her mney, the stre may nevertheless be bund t hnr this cntract under an estppel thery. E. Ratificatin A principal can be bund t a cntract brkered withut authrity with a third party if the principal with the third party. This is true even if there is n an underlying agency relatinship. Think f this like a retractive grant f authrity. Example 14: Yu cannt get alng with yur next dr neighbr. One evening yu re sitting at hme by the fire when yur evil neighbr rings the drbell. She says, Gd news, I sld yur huse fr yu earlier tday. Yu have n agency relatinship with yur neighbr and are quite ffended. Then yu lk at the sales price n the signed purchase cntract and decide that the deal is t amazing t pass up. Yu can be bund t the buyer by ratifying the cntract. Imprtant requirements fr successful ratificatin: The principal must ratify The principal must have The ratificatin must be timely The principal must have knwledge f F. Final ntes Hw many different types f authrity must be present t bind the principal? What happens if yu have mre than ne type f authrity? On the exam, just discuss all types f authrity and cnclude that the principal will be bund. CHAPTER 4: TORT LIABILITY OF THE PRINCIPAL TO THIRD PARTIES A. Intrductin The principal may be liable t a third party fr sme trts cmmitted by the agent. Tw different theries: 1) 2) VA Agency 2016 Themis Bar Review, LLC 9

10 Tw main theries f vicarius trt liability: 1) 2) Three main theries f direct liability: 1) 2) 3) B. Vicarius Liability 1. Respndeat Superir Exam Tip 2: This is a highly testable issue. Under respndeat superir, a principal is liable t third parties fr the trt f an agent when: The agent is ; and The trt is cmmitted by the agent in the Emplyee agent: Recall that an emplyee agent differs frm an independent cntractr agent in that the principal has f the agent. Think back t ur gardener example The brrwed agent: Yu may see a fact pattern in which a principal lends her emplyee-agent t anther party. Example 15: Pam the principal lends her gardener, Albert, t her neighbr, Paul. Paul nw assumes cntrl ver the day-t-day cnduct f Albert. Can Paul be liable fr Albert s trt? Can Pam still be liable fr Albert s trt? Key determinatin: Wh cntrls the agent s cnduct at the time that the trt ccurs. Scpe f emplyment: An agent acts within the scpe f emplyment when: Perfrming wrk that s been Engaging in a curse f cnduct that s Themis Bar Review, LLC VA Agency

11 Example 16: Penny wns a pizza business and emplys Annie t deliver pizzas. Annie negligently crashes int Terri while speeding t deliver a pizza. The trt is cmmitted within the scpe f emplyment. Sme examples and applicatins related t scpe f emplyment: Can the agent s use f physical frce against anther ever be cnsidered within the scpe f emplyment? Example: The bar buncer Are intentinal trts ever within the scpe f emplyment? Example: The gardener waving the stick t scare ff kids Is wrk related travel within the scpe f emplyment? Example: Driving t wrk fr a cmmute? Example: Driving t wrk fr a cmmute in a cmpany car? Example: Travel frm the ffice t a client meeting? a. Frlic When an emplyee s persnal errand invlves a significant detur frm the jb, it is cnsidered a frlic. Any trt cmmitted after the frlic begins and befre the emplyee resumes perfrmance f his assigned wrk within the scpe f emplyment. b. Detur A tiny deviatin frm the rute fr a persnal errand is cnsidered a detur (rather than a frlic) and may be in the scpe f emplyment. Example 17: A pitcher fr the Baltimre Oriles is warming up in the bullpen during an away game. The fans are heckling the pitcher, and he thrws a bean ball at the fence t quiet them. The fence has a gap, and the ball strikes a heckling fan. Are the Baltimre Oriles liable fr this trt? Is the pitcher an emplyee agent? Is the trt within the scpe f emplyment? Example 18: Arthur is a law firm receptinist. Is the law firm liable if Arthur negligently crashes his car int Teddy n the way hme frm wrk? VA Agency 2016 Themis Bar Review, LLC 11

12 while delivering a bttle f wine t a client? while buying ftball tickets fr his family during lunch? while picking up lunch s he can wrk back at the ffice? 2. Apparent Authrity A principal is liable fr the trt f an agent when the agent s appearance f authrity allws him t cmmit a trt. This thery can attach t nn-emplyee agents. Key elements: The third party reasnably believes that ; and This belief can be by the principal Example 19: Patty is selling her huse and cntracts with a realtr, Albus, t list it. Patty infrms a ptential buyer, Tmmy, that Albus will be answering all questins related t the huse. Albus lies abut the absence f termites. These statements may be attributable t Patty under a thery f apparent authrity. C. Direct Liability Respndeat superir is the main shw here, but there are three direct theries f trt liability that may be asserted against the principal: 1) The principal authrizes r ratifies the agent s cnduct 2) The principal negligently hires r supervises the agent 3) The principal has the agent perfrm a nn-delegable duty (inherently dangerus activity) 1. Authrized activity A principal is directly liable if she trtius cnduct by an agent. This may be true even if the agent uses means ther than what the principal intended. Example 20: Penny tells her agent Annie t set fire t Terri s cmpeting pizza restaurant. Is Penny directly liable? 2. Negligent hiring r cntrl A principal is directly liable if she r fails t prvide reasnable. Apply the standard trt requirements here: duty, breach, causatin, and damages. Example 21: Penny hires Annie t deliver pizza withut ever checking that she has a driver s license r inquiring abut her driving recrd. Annie is 14 and has Themis Bar Review, LLC VA Agency

13 crashed ten times in the past year. If Annie crashes int Terri, Penny may be directly liable fr negligent hiring. 3. Nn-delegable duties Sme activities simply cannt be delegated t an agent. Think explsives, demlitin, and s n. Example 22: Penny hires Annie, an independent cntractr, t explde her ld pizza restaurant with dynamite s Penny can build a new restaurant. Terri is walking dwn the street and hurt by Annie s negligent failure t erect a barrier. Is Penny liable t Terri under respndeat superir? Is Penny directly liable t Terri? CHAPTER 5: LIABILITY OF THE AGENT TO THIRD PARTIES A. Agent s Cntractual Liability 1. Agent s Liability as a Party t the Cntract Fr nrmal situatins, it wuld be quite strange t have the agent remain persnally liable n a cntract brkered between the principal and a third party. Example 23: Yu wrk fr a law firm as a purchasing agent and rder 10 new desks fr the ffice. If the law firm decides t breach the cntract are yu persnally liable? Example 24: Yu hire a realtr t sell yur huse. The agent lcates a buyer and yu bth sign the purchase cntract. If yu change yur mind and breach, is the agent liable t the buyer fr that cntract? In a few circumstances, the agent can remain liable fr a cntract brkered between a principal and a third party. The main questin is whether the agent the and the f the principal t the third party. We need t cnsider three situatins: 1) The disclsed principal 2) The partially-disclsed principal 3) The undisclsed principal Disclsed principal the third party knws abut bth the and the f the principal VA Agency 2016 Themis Bar Review, LLC 13

14 Unless the agent and the third party agree therwise, an agent wh frms a cntract between a disclsed principal and a third party becme a party t the cntract. Example 25: Yu wrk fr a law firm as a purchasing agent and rder ten new desks fr the ffice clearly disclsing the name and identity f the law firm as the purchasing party. If the law firm decides t breach the cntract are yu persnally liable? Example 26: Yu wrk fr a law firm as a purchasing agent and rder ten new desks fr the ffice clearly disclsing the name and identity f the law firm as the purchasing party. At the seller s request, yu als agree t c-sign the cntract. If the law firm decides t breach the cntract are yu persnally liable? Partially disclsed principal the third party knws abut the f the principal but des nt knw her Unless the agent and the third party agree therwise, an agent wh frms a cntract between a partially-disclsed principal and a third party becme a party t the cntract. The lgic here: Yu dn t make a cntract with smene yu dn t knw. Example 27: I agree t sell yu this watch fr $10, telling yu that it belngs t smene else but nt wh. Am I liable n the cntract? Lk clsely at yur signature lines t make sure they sufficiently identify the principal. Example 28: I sign a cntract with Beer C., a beer distributr, t buy beer fr my grcery stre. Later, I decide t incrprate the stre t avid persnal liability. But I frget t tell Beer C. abut this change. Beer C. keeps delivering beer, but the stre eventually ges bankrupt and cannt pay Beer C. s bills. Am I persnally liable n the cntract? Undisclsed principal the third party has f the principal s existence. An agent wh frms a cntract between an undisclsed principal and a third party becme liable fr the cntract. The lgic here: Hw culd the third party think therwise? Example 29: I agree t sell yu this watch fr $10, withut telling yu that it belngs t smene else. Am I liable n the cntract? Can bth principal and agent be liable t a third party fr the cntract?, if the agent is persnally liable and the agent has bund the principal t the agreement Themis Bar Review, LLC VA Agency

15 Once the third party learns f the principal s existence, she must usually chse t hld just ne party liable under the. The third party cannt recver damages fr breach against bth principal and agent. 2. Agent s Warranty f Authrity Recall that an agent generally requires sme frm f authrity (actual express, actual implied, apparent) t bind the principal t a third party. An agent (r independent actr) purprting t bind the principal in this manner is understd t grant an t the third party. If the agent lacks authrity, then this implied warranty is breached, and the agent is t the third party fr 3. Fraudulent Cncealment This is a very special circumstance invlving a partially-disclsed r undisclsed principal. The prblem arises when either the principal r agent has ntice that the third party the principal. If the agent nevertheless cntracts with the third party fr the principal and fails t make an abut the principal s identity, then the third party may. Example 30: Penelpe has lng cveted Fergusn Farm, but Fergusn hates Penelpe and refuses t sell. Penelpe hires Arty t cntract with Fergusn fr the farm n her behalf. Arty signs a cntract that nly partially disclses the principal. Fergusn later finds ut that Penelpe is the principal, and he s furius. Is Fergusn bund? B. Agent s Trt Liability t a Third Party Is an agent persnally liable t a third party fr a trt that he cmmits? Is an agent persnally liable t a third party fr a trt that the principal cmmits? CHAPTER 6: RIGHTS AND DUTIES OF THE PRINCIPAL AND AGENT A. Rights f the Principal In general, the principal can require and expect that the agent will act n the behalf f the principal. Mre specifically, the principal can exercise the fllwing rights. The principal can the agent s actins within the scpe f their relatinship Can the principal require an agent t perfrm an illegal act? VA Agency 2016 Themis Bar Review, LLC 15

16 The principal can expect the agent t perfrm all activities with reasnable care. This is discussed belw in cnnectin with the agent s duty f care. TRUE r FALSE: Unpaid agents d nt we their principals a duty f care. The principal can expect the agent t exercise a duty f lyalty. This means that the agent will avid acts in matters that are. N secret prfits frm transactins n behalf f the principal The principal can expect t receive infrmatin frm the agent related t any relevant issue. The principal has the right t receive an accunting f the agent s activities n her behalf. B. Duties f the Principal In return, the principal will we the fllwing duties t the agent: A duty t treat the agent and t act in gd faith Des the principal we the agent a duty f lyalty? A duty t hnr the terms f any cntract with the agent This includes a duty t pay cmpensatin t the agent if s agreed A duty nt t interfere with the agent s wrk A duty t indemnify the agent fr lsses incurred in cnnectin with the agency relatinship Exceptin: The principal need nt indemnify the agent fr lsses arising ut f C. Rights f the Agent The agent s rights are basically the flipside f the principal s duties, including: The right t receive cmpensatin (if s agreed) The right t perfrm wrk withut interference frm the principal The right t indemnificatin fr lsses frm lawful business cnducted n behalf f the principal The right t a safe wrking envirnment D. Duties f the Agent Exam Tip 3: Wrd t the wise: This is a highly testable issue. The duties f the agent are mentined abve in cnnectin with the rights f the principal. In a nutshell, the agent will we the principal tw basic types f duties: 1) The duty f lyalty 2) The duty f care (perfrmance-based duties) Themis Bar Review, LLC VA Agency

17 1. Duty f Lyalty The duty f lyalty shuld be understd as the hallmark f agency status. This duty stems frm the fact that this is nt a cntractual relatinship; rather, the agent is a fiduciary f the principal. An agent may nt put her interests r the interests f sme third party ahead f the interests f the principal. There are several cmmn situatins where the duty f lyalty matters: The agent may nt deal with the principal as an in any transactin cnnected with the agency withut the principal s knwledge. Example 31: Plly hires Anna t sell her watch. Anna cuts a side deal with The: I ll sell yu Plly s watch fr $20 if yu give me $10. Is this OK? The agent may nt acquire an unapprved material benefit in cnnectin with actins undertaken in cnnectin with the relatinship. Example 32: Reading is an fficer in the army wh is statined in Egypt. One day, dressed in his unifrm, he rides shtgun in a truck driven by smugglers. Due t Reading s presence, the smugglers get thrugh all plice checkpints withut a search. Later the smugglers give Reading an envelpe with $5,000. Is this OK? The agent may nt f the principal. Example 33: Yu are a lawyer wrking fr a large law firm; can yu take sme clients fr yurself n the side? The agent may nt the principal. An agent wrking fr multiple principals wes each principal a duty f full disclsure and fair dealing. An agent may nt use the principal s fr private gain. 2. Perfrmance-Based Duties A duty f care the agent must exercise and care in the carrying ut f her activities. This is measured by lcal cmmunity standards f dealing. The agent must bey the principal s lawful and reasnable instructins. The agent must prvide relevant infrmatin t the principal if she knws (r shuld knw) that that principal wuld wish t have the infrmatin. The agent must keep and render accunts. VA Agency 2016 Themis Bar Review, LLC 17

18 Finally, remember that an agent might be liable fr breach f cntract if they are in a cntractual relatinship with the principal. E. Review fr an Agency Prblem 1. Identify the key players 2. Identify the key questins: Agency frmatin Cntractual authrity Trt liability Breach f fiduciary duties 3. Apply the law t the facts GOOD LUCK! [END OF HANDOUT] Themis Bar Review, LLC VA Agency