Agency & Partnership -- Principal Liability for Ks Entered By Agent**

"Principal is liable on its AUTHORIZED contracts."

Auhorized agents are not liable on their authorized contracts

(EXCEPTION -- if principal is undlsclosed:
Authorized agent liable if third-party choses to hold them so)

Analyze each

1) Actual, Express

2) Actual, Implied

3) Apparent Authority

4) Ratification

principal uses express words of authorization

can be oral/private (EXCEPTION -- if K must be in writing, so too must the express authorization for that K -- usually SOF, land)

REVOCATION/TERMINATION:
1) by unilateral act of either principal/agent
2) incapacity of principal
3) death of principal
(EXCEPTION -- principal gives agent Durable Power of Attorney that survives death or incapacity)

NARROWLY TAILORED/CONSTRUED

Written expression of authority to enter a transaction

1) Necessity -- implied authority to do all necessary to accomplish an expressly authorized task

2) Custom -- implied authority to do all tasks which are customarily performed by someone with the agent's title or position

3) Prior Dealings -- implied authority to do all tasks which the agent believes to have been authorized to do from prior acquiescence by the principal

Principal could still be liable if there is an appearance of authority

1) Has Principal done something to "cloak" agent with appearance of authority

2) Third-Party relies on apparent "cloaked" authority

AFTER the fact

1) Principal must have knowledge of material facts of contract

2) Principal must have accepted the benefits of that prior contract

Principal must ratify the entire contract as is