Agency: Authority & Liability
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Business Associations · Lesson 01
Agency: Authority & Liability
這一課問的是：代理人是否有權拘束本人？實際、表面、或追認？本人對代理人之侵權是否負責？
ActorActObjectStandardConsequence
Visual Scene · the picture in your head
Issue. Did the agent have authority to bind the principal — actual, apparent, or by ratification — and is the principal liable for the agent's torts?
這一課問的是：代理人是否有權拘束本人？實際、表面、或追認？本人對代理人之侵權是否負責？
Core Terminology · 7 must-know
Tap a card to flip and reveal the meaning.
agency
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Fiduciary relationship: agent acts on behalf of principal.
代理關係。
actual authority
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Authority expressly or impliedly granted.
實際權限。
apparent authority
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Authority reasonably appearing from principal's manifestations to third parties.
表面權限。
ratification
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Principal adopts unauthorized act.
追認。
respondeat superior
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Employer liable for employee's torts within scope.
主上責任。
independent contractor
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Generally not principal's responsibility for torts.
獨立承攬人。
scope of employment
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Acts incident to authorized work.
僱用範圍。
Issue · what this lesson is really about
Did the agent have authority to bind the principal — actual, apparent, or by ratification — and is the principal liable for the agent's torts?
這一課問的是：代理人是否有權拘束本人？實際、表面、或追認？本人對代理人之侵權是否負責？
Trigger words & phrases that should flag this issue:
agentauthorityscoperatifyrespondeat superiorapparent
Expression Bank · how lawyers actually say it
Six function → sentence patterns. Use these in essay applications.
| Function | English sentence | 中文 |
|---|---|---|
| Apply actual | Actual authority exists where principal manifests to agent that agent has authority. | 實際權限：本人對代理人之意思表示。 |
| Apply apparent | Apparent authority exists where principal's manifestation to third parties reasonably leads them to believe agent is authorized. | 表面權限：本人對第三人之表示。 |
| Apply ratification | Principal may ratify unauthorized act by manifesting assent with knowledge. | 追認：本人於知情下表達同意。 |
| Apply respondeat superior | Employer is liable for employee torts within scope of employment. | 僱主對於僱用範圍內之員工侵權負責。 |
Rule Sentence · the workhorse
An agent binds the principal in contract through actual authority (express or implied) or apparent authority (reasonable belief based on principal's manifestation to third parties); the principal may also be liable through ratification; in tort, the principal is liable under respondeat superior for the agent's acts within the scope of employment.
Sentence Anatomy · 5 roles, 5 colors
Every rule sentence breaks into five visual roles.
Actor 行為人agent代理人
Act 行為acting on principal's behalf為本人行為
Object 對象third parties第三人
Standard 法律標準actual / apparent / ratification + scope實際/表面/追認 + 範圍
Consequence 後果principal bound or liable本人受拘束或負責
Casebook Snapshot · a real American case
Lind v. Schenley Industries, Inc.
Holding. Where a corporate principal places an employee in a position with apparent authority to make representations, the principal is bound by those representations to third parties who reasonably rely. Apparent authority depends on the principal's conduct, not the agent's representations alone.
Why it matters. Lind reaffirms apparent authority's third-party-protection function: principals cannot disclaim authority they appeared to grant.
Lind：本人之行為產生之表面權限拘束之。
Common Mistakes · what trips students
✗ apparent authority 需 principal 對 agent 表示。
✓ Apparent comes from principal's manifestation to THIRD PARTIES, not the agent.
表面權限來自對第三人之表示。
✗ ratification 可在 third party 撤回後仍可。
✓ Generally ratification ineffective after third party withdraws.
通常第三人撤回後追認無效。
✗ respondeat superior 適用 independent contractors。
✓ Limited to employees.
僅僱員。
Mini IRAC · build the Application
Issue. Is the corporation bound by its sales manager's contract to give a customer a 20% discount, even though the manager exceeded internal company limits?
Rule. Apparent authority exists where the principal's manifestation to third parties reasonably leads them to believe the agent has authority to act.
Application (model). The corporation gave the sales manager the title and customer-facing role; the customer reasonably believed the manager could negotiate discounts. Because apparent authority arises from the principal's manifestation to third parties — including by appointment to a position with usual authority — the fact that the corporation placed the manager in a customer-facing sales role and the customer reasonably relied on the manager's apparent authority to negotiate discount terms means the corporation is bound.
Pick the right element for each blank:
g1.
g2.
g3.
Conclusion. Therefore, the corporation is bound by the 20% discount agreement.
MBE Check · multiple choice
An employee, on a personal errand during work hours, negligently collides with P's car. Is the employer liable under respondeat superior?
Mini Essay · write the Application paragraph
Facts. D, a corporate manager, signed a $500,000 contract on behalf of the corporation. The corporation's bylaws required board approval for contracts over $100,000; D didn't seek approval. The vendor knew D was a manager but didn't know about the limit. After signing, the CEO emailed the vendor: "Thanks for the deal — we'll honor it." Now the corporation refuses to perform.
Call. Is the corporation bound?
Practice Drill · tap to build the rule
Drop the chips here in correct order:
Tap chips to add → tap chips in the target to remove: