L2_Agency Formation 요약영상

Authority, Liability, or Duties에 대해 물어보기 전에, 첫 번째 질문이 있습니다. agency는 무엇인가요? 이렇게 사진을 찍으세요. principal은 한 쪽에 서고, agent은 다른 쪽에 서고, 그리고 agency는 그들 사이에서의 bridge입니다. bridge가 올라가면, agent이 3인의 사람과 함께 돌아가서 principal을 붙잡을 수 있습니다. bridge가 없고, nothing이 넘어갑니다. And the bridge stands on exactly three pillars. Assent, Benefit, and Control. A B, C that comes from the Restatement Third of Agency, Section 1.01. Pillar A is Assent. Both sides have to show they agree, the principal says, in effect, act for me, and the agent says, I will. There are no magic words. An owner hands his broker the papers and says, get this sold, and the broker starts working. That conduct is enough. And the test is objective. What would a reasonable person see? Not what anyone secretly intended. Pillar B is Benefit. The agent has to act on the principal's behalf. For the principal, not for herself. Purchasing Manager buying supplies for her company is acting for the company. That's an agency. But a wholesaler who buys the same goods to resell at his own profit is working for himself. Pull out Pillar B, and the bridge falls. Pillar C is Control. The principal must have the right to control the agent. Notice the word, right? The principal doesn't have to steer every step. Setting the goal and a few limits is enough. Sell above 500,000 and run every offer by me first. That's control. Let's put it together. Rosa asks her friend Leo to find a used delivery van for her flower shop. She gives him a budget and says, Check the model with me before you buy. Leo agrees. He isn't paid. Rosa asks and Leo agrees. That's assent. He's shopping for Rosa's shop, not for himself. That's benefit. And she set the budget and kept the final say. That's control. Three pillars. The bridge is up. Did you notice what was missing? Leo wasn't paid. That doesn't matter. A gratuitous agent, an unpaid one, is still an agent. Here's the trap. Unpaid does not mean no duties. The moment the bridge is up, the agent owes loyalty and care. A friend who agrees, for free, to invest your savings still can't quietly move that money into her own venture. You don't need paper either. A manager can simply tell an assistant, sign for the daily deliveries. That spoken appointment creates a real agency. A writing can help prove what the agent was allowed to do, but it isn't needed to form the relationship. Well, almost never. There's one big exception. It's called the equal dignity rule. If the deal itself has to be in writing under the statute of frauds, like a sale of land, or a contract that can't be performed within a year, then the agent's authority has to be in writing too. So an owner tells a broker, out loud, go ahead and sign the sale of my lot. The broker signs a land sale contract with a buyer, but the authority was only spoken, so that contract can't be enforced against the owner. California spells this out in Civil Code Section 2309. Authority to enter a contract that must be written can only be given by an instrument in writing. On the exam, whenever an agent handles land, look for the written authority. Next capacity, and here the two sides are not equal. The principal needs full contractual capacity. A principal can't do through an agent what she couldn't do herself. If a 16 year old hires a capable adult to buy him a motorcycle, the deal is still voidable at the minor's option. The adult agent doesn't fix that. The agent, though, needs only minimal capacity. She isn't a party to the contract. She just carries it across. So when a 17-year-old store clerk signs a supply contract for the owner, the contract binds the owner and the supplier. So watch for the bait. When a fact pattern makes the agent a minor, it's tempting to void the deal. Don't. Look at the principal. Finally, not everyone who helps you is your agent. Run each one across the three pillars. An employee working for the employer, all three pillars. A classic agent. A commissioned salesperson selling your crop for you, also your agent. But a dealer who buys your crop to resell at his own profit, he's acting for himself. Benefit fails, not your agent. A trustee is a fiduciary, but that relationship is governed by trust law, not agency. And an independent contractor? Sometimes. It depends on how much control you have, and we'll come back to that in lesson 7. So here's the whole picture. Assent, benefit, control. No pay and no paper needed, but unpaid agents still owe full duties. If the deal needs a writing, so does the authority. The principal needs full capacity. The agent needs very little. Don't memorize it, just ask, is the bridge built?