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Chapter 35 - The Agency Relationship
CHAPTER 35
THE AGENCY RELATIONSHIP
I. OBJECTIVES
This chapter acquaints students with the formation of the agency relation, some basic agency
concepts, the agent's duties to the principal, the principal's duties to the agent, and termination of
the agency relation (including termination's effect on the principal's authority). The next chapter,
Chapter 36, mainly discusses the principal's and the agent's relations with third parties.
The Restatement (Third) of Agency has been adopted by the ALI and most courts are applying its
rules rather than the Restatement (Second) of Agency. Therefore, Chapters 35 and 36 focus on the
Restatement (Third). Any references to the Restatement (Second) are for historical reasons.
II. ANSWER TO INTRODUCTORY PROBLEM
Rita has breached several fiduciary duties. She has competed with her principal by providing
consulting advice to her own clients and by stealing IPQ’s clients. Whether she served the clients
at night or during the day, she nonetheless competed with IPQ and breached her duty. She also
breached a duty of confidentiality by using IPQ’s database to find clients for her own consulting
business. Finally, she breached her duties to account by working on her own business while in
IPQ’s offices and using its phones and other facilities.
IPQ is legally able to enjoin Rita from taking its clients while she is an employee of IPQ. After
she terminates her employment with IPQ, she is able to compete with IPQ and take its clients,
unless she uses IPQ’s confidential client list or has agreed not to solicit clients in a non-compete
agreement.
There are many win-win solutions to Rita’s problem besides the unethical choices to breach her
fiduciary duties. First, she could have controlled her spending to reduce her need for additional
income. She could have asked for a raise after demonstrating that she deserved one. She could
have sought a higher paying job elsewhere. She could have quit her job and started her own firm.
Although unlikely to be successful, she could have asked IPQ if she may compete with it on a
limited basis. Ethical decision making requires that Rita consider these and other alternatives and
find a solution that works for her and complies with her fiduciary duties.
III. SUGGESTIONS FOR LECTURE PREPARATION
A. Introduction
1. You might introduce the subject the way the chapter does: by asking, in effect, just why
all kinds of business actors are often bound by the actions of their employees or
representatives. The answer, of course, is agency law.
2. Then define agency and give some examples of typical agency relationships. Students
should be able to suggest additional examples.
3. Emphasize the functions served by agency law and its importance in facilitating
commercial activity.
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Chapter 35 - The Agency Relationship
B. Creation of the Agency Relation and Related Matters
1. Note that, while agency is based on consent and many agencies are contractual, no
contract is needed to create an agency. Thus consideration is unnecessary and a writing is
ordinarily not required. Stress, however, that it is usually desirable to commit the agency
agreement to a writing.
2. Note also that the general test for the creation of an agency is objective, and that the
existence of an agency can be inferred from the parties’ behavior, in light of all the
surrounding facts and circumstances. Point out that a written agency contract obviously
qualifies as such a manifestation of intent to create an agency.
3. Note further that there can be an agency even where the parties agree that the relation will
not exist or state that they intend to create some other relationship instead. On the other
hand, the fact that the parties call their relationship an agency does not necessarily mean
that the courts will so regard it.
4. Finally, emphasize that the principal's actual control or right to control the agent's
activities is a crucial element of an agency. Here, the degree of control is sometimes
critical.
5. Note that the text's discussion of the principal's or the agent's incapacity is limited to
incapacity at the time the agency relation is created and its effect on the relation. Other
implications of incapacity are discussed later in this chapter and in Chapter 36.
6. Note that there are certain non-delegable obligations that cannot be performed by an
agent. For example, a professional painter hired to paint a portrait usually cannot delegate
the job to an art student.
7. MDM Group Associates, Inc. v. CX Reinsurance Company, Ltd. (p. 953). This case
illustrates the risks of litigation due to a judge not understanding the law. Thankfully, the
appellate court overruled the decision of the trial court that a principal owes fiduciary
duties to the agent. In the meantime, the winning party had to expend legal fees to get the
trial court’s decision overturned.
Points for Discussion: Note that fiduciary duties flow only one way in an agency: from
the agent to the principal. Why does the agent owe a fiduciary duty, that is, a duty of
trust, to the principal? It is because the agent is entrusted with power and property by the
principal. Why does the principal not owe a fiduciary duty to the agent? It is because the
principal has not been entrusted with anything by the agent.
C. Agency Concepts, Definitions, and Types
1. This section attempts to lay out certain basic agency types and concepts early on. In
certain cases (e.g., authority and the employee/nonemployee agent distinction), this
creates some redundancy because these subjects find their most important applications in
Chapter 36. Nonetheless, we include them here because: (1) these concepts and types
occasionally are discussed in this chapter, (2) doing so enables us to point out these
concepts' non-agency applications (which would be hard to do in Chapter 36), and (3)
doing so enables us to discuss termination's effect on an agent's authority where it
probably belongs, immediately after termination itself. One way to handle the
redundancy problem is to assign this introductory material as reading and to lecture on
the individual concepts where they assume importance.
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Chapter 35 - The Agency Relationship
2. Authority
a. Distinguish actual authority and apparent authority, noting that, in theory at least,
actual authority is based on what the principal manifests to the agent, and apparent
authority on what the principal communicates to the third party. Note also that there
are two kinds of actual authority: express authority and implied authority.
b. Note that the scope of true express authority may be very limited. While it is possible
for a principal to specify minutely what the agent is to do, it is rarely practical to do
so. Most authority, therefore, is created by implication. Thus, in the authorization to
“sell my automobile,” the only fully expressed power is to transfer title in exchange
for money or a promise to give money. In fact, under some circumstances, sell may
not mean convey, and there may or may not be power to take or give possession of
the automobile or to extend credit or to accept something in partial exchange. These
powers are all implied or inferred from the words used, from customs and from the
relations of the parties. They are described as implied authority.
c. Stress that the general test for the scope of an agent's implied authority is what the
agent could reasonably have expected that the principal wanted him to do in light of
all the factors known to the agent. The principal's express words are probably the
most important of these factors.
d. For apparent authority, stress: 1) that it is theoretically based on whatever the
principal communicates or manifests to the third party; 2) that this “communication”
or “manifestation” can take a variety of forms (including acquiescence in the agent's
behavior); 3) that agents cannot give themselves apparent authority by claiming
authority or acting as if they have it without the principal's acquiescence; and 4) that
whatever the principal “communicates” or “manifests” to the third party must cause
the third party to form a reasonable belief that the agent has authority. At some point,
you should probably add that the seeming reason for apparent authority is to protect
third parties who rely on a reasonable appearance of authority. The rule that such
authority must be based on the principal’s communications can be seen as an attempt
to protect the principal from being bound by any assertion of authority that the agent
might happen to make. Finally, suggest that despite seeming statements to the
contrary, whatever gives rise to apparent authority can't be completely based on what
the principal expressly communicates to the third party. As discussed in Chapter 36,
for example, business customs can clearly play a role in determining the
reasonableness of the third party's belief.
e. Note that actual and apparent authority can both exist at the same time and often are
equal to each other. Suppose that P appoints A to a position such as general sales
manager that customarily carries with it certain kinds of authority.
f. Additional examples: Problem Cases ## 1 and 2.
3. You may want to skip going over the muddy distinction between general and special
agents, because the Restatement (Third) does not recognize the distinction. It is also
questionable whether modern courts pay much attention to the distinction.
Probably the most important factor distinguishing these two kinds of agents is the
continuity (uninterruptedness) of the agent's service. In Chapter 36, the distinction
assumes importance with respect to the agent's implied and apparent authority to make
warranties binding the principal.
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Chapter 35 - The Agency Relationship
4. Note that the possibility of a gratuitous agency has something to do with the fact that
consideration is not needed to form an agency. Point out that the existence of a gratuitous
agency may change the various principal-agent duties discussed later in the chapter.
5. Subagents
a. Define the term and emphasize that the agent must have the authority to make the
subagent his agent in the conduct of business that the principal has entrusted to the
agent.
b. Distinguish the situation where the agent appoints another agent for the principal.
State why this is important: except where the appointing agent is directly liable, he is
not legally responsible for the other agent's actions. An agent who appoints a true
subagent, on the other hand, is a principal with respect to that agent.
c. The ABKCO case on page 959 involves a sub agency.
6. The employee-nonemployee agent contractor distinction
a. Point out that the distinction is most important for determining the principal's liability
for the agent's torts, as discussed in Chapter 36. And the distinction obviously is
important outside agency law and is especially important in making corporations
liable for the torts of their employees.
b. Stress that the most important of the factors used to make the distinction is the
principal's right to control the physical details of the work.
c. Note that the Restatement (Third) does not use the term independent contractor,
which is potentially ambiguous: an independent contractor may be an agent in some
cases (such as an attorney hired to bring a legal action) and not in other situations
(such as a franchisee of a restaurant franchise). Under the Restatement (Third) an
agent is either an employee or a nonemployee agent. An employee is an agent whose
principal controls or has the right to control the manner and means of the agent’s
performance of work.
d. CBS Corp. v. FCC (p. 956) arose from the very famous, somewhat scandalous
performance by Justin Timberlake and Janet Jackson at the Super Bowl in 2004.
Many viewers watching the Super Bowl halftime show live never noticed the
offending breast. Nonetheless, the case shows how the employee-nonemployee agent
(independent contractor) distinction matters in the respondeat superior context, not
for tort liability, but instead for a civil fine for violating Federal Communications
Commission decency rules. Only if the performers were employees of CBS would
the network be liable for the fine.
Points for Discussion: The court cited the Reid case, which listed 12 factors relevant
to the employee/non-employee agent distinction. Those factors are similar to the
Restatement (Third) of Agency factors that are listed below. The court went through
nine of the factors, explaining whether each tended to prove that Timberlake and
Jackson were employees. After stating that three factors tended to prove they were
employees, the court addressed six factors that led it to conclude that they were not
employees. Go over each of these with your students, all of which the court
discusses on page 957.
Additional Point for Discussion: Among the three factors that the court pointed out
supported the FCC’s determination that Timberlake and Jackson were employees of
CBS was CBS’s control of the performance. Note, however, that the court reasoned
against that factor by pointing out that CBS’s control did not extend to all aspects of
the performers’ work, including choreography, performance visuals, set items, and
wardrobe. This factor, the principal’s control of the agents’ method of work, was
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Chapter 35 - The Agency Relationship
probably an important factor in the court’s decision.
e. The Restatement (Third) Section 7.07 comment f lists several factors for resolving the
employee-nonemployee agent (independent contractor) question. They are:
(1) the extent of control that the agent and the principal have agreed the principal
may exercise over the details of the work;
(2) whether the agent is engaged in a distinct occupation or business;
(3) whether the type of work done by the agent is customarily done under a
principal’s direction or without supervision;
(4) the skill required in the agent’s occupation;
(5) whether the agent or the principal supplies the tools and other instrumentalities
required for the work and the place in which to perform it;
(6) the length of time during which the agent is engaged by the principal;
(7) whether the agent is paid by the job or the time worked;
(8) whether the agent’s work is part of the principal’s regular business;
(9) whether the principal and the agent believe they are creating an employment
relationship;
(10) whether the principal is or is not in business; and
(11) the extent of control that the principal has exercised in practice over the details
of the agent’s work.
f. Example: Problem Case #3.
D. Agent's Duties to the Principal
1. Begin by stating that, if the agency is created by contract, the contract establishes one set
of duties for the agent, and that the various fiduciary duties supplement those set by
contract. The parties' ability to eliminate or modify these duties by agreement (or by the
principal's consent) is a subject about which few generalizations can be made. Some
examples appear in the text's discussion of the specific duties.
2. With respect to the agent's duty of loyalty:
a. Loyalty is the fiduciary duty an agent owes to a principal. It can be argued that all
the other fiduciary duties are encompassed within this duty. If the agent is loyally
working for the principal's benefit, he will obey the principal's instructions, act with
care and skill, notify the principal when necessary, and properly account for the
principal's money or property. By making this point, you are able to preview all the
agent's duties.
b. Competing with the principal: Explain this duty by showing that it is essentially
stealing, that is, the stealing of business opportunities from the principal.
Example: Problem Cases ## 4, 8, and 9.
c. Dealing with himself: Although an agent is ordinarily forbidden to deal with himself
when conducting the principal's business, this rule often does not apply where the
transaction in question is outside the subject matter of the agency.
Example: A is P's real estate broker, and, unknown to P, is also the 75% owner of a
travel agency. A has not breached the duty of loyalty if A learns that P wants to tour
England and has the agency contract with P for a guided tour.
d. Acting on behalf of the other party: Despite an agent's general duty not to represent
both principals simultaneously, the agent may act for two principals without the
consent of either if her duties are basically those of a "finder," or if her role is merely
to bring suitable parties together. It should be easy to create a real estate example to
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Chapter 35 - The Agency Relationship
illustrate the point. As soon as the agent is expected to advise or represent either
party, though, conflicts of interest are likely to arise and the duty of loyalty is
probably breached.
e. Under the Restatement (Third) section 8.03, the agent has a duty not to deal with the
principal as or on behalf of an adverse party to the transaction.
f. ABKCO Music, Inc. v. Harrison’s Music, Ltd. (p. 959): This case applies the agent's
duty not to use or disclose confidential information after termination of the agency.
You will probably have to walk the students through the complicated facts. Note that
although the court seems to treat Klein and ABKCO interchangeably, Klein is
ABKCO's agent and probably was Harrison's subagent. Klein should be liable to
Harrison because the normal agency duties apply to a subagent who is aware of the
original principal's existence. But the court is mainly concerned with ABKCO's
liability. Still, as the text says, the agent (ABKCO) is responsible to the principal for
the conduct of the subagent.
Points for Discussion: Is it clear that Klein's breach really hurt Harrison by
torpedoing the settlement of the suit against him? This is the apparent basis for a
causation argument toward the end of the court's opinion (which has been deleted
from our excerpt of the case). Basically, the court said that liability for breach of
duty is based on a prophylactic rule that applies irrespective of the breach's
consequences. The court's apparent aim is to punish and deter misbehavior,
irrespective of its tangible consequences.
f. Additional Example: Problem Case # 8.
g. There is no breach of duty when the agent discloses that the principal has committed
or is about to commit a crime. Thus, an employee who acts as a whistleblower
ordinarily will not breach the duty of loyalty if the behavior disclosed is criminal.
See Restatement (Third) section 8.11(2).
3. Duty to obey instructions
a. The text's statement that the agent need not obey an order to behave unethically. The
relevant Restatement (Third) section is 8.09(2).
b. Note that a gratuitous agent is usually not bound to perform for the principal at all or
to obey an order to continue his agency duties.
c. What happens when the principal's instructions are unclear or materially changed
circumstances make it doubtful that following the principal's instructions would
really advance the principal's interests? If possible, the agent should query the
principal about his wishes. If not, the agent will usually not be liable if he acts
reasonably on the basis of known facts. This is especially true when following
instructions would obviously cause injury to the principal's interests. Suppose that
the manager of a retail store is told to make no expenditures while the owner is on an
African safari. If a storm damages the store's roof and threatens further water
damage to the interior, the manager would not violate the duty of obedience by
paying for temporary repairs.
4. Duty to act with care and skill
a. The rule regarding the agent's duty of care and skill comes from Restatement (Third)
section 8.08.
b. Example: Problem Case #7.
5. Duty to notify the principal:
a. Discuss the basic notification rule stated in the text.
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Chapter 35 - The Agency Relationship
Example: P appoints A to sell certain property at a stated price to a specified person,
and A learns that another suitable buyer is willing to pay a higher price for the
property. Also, note that an agent is not required to notify the principal of every fact
or possible future event that might conceivably affect the agency business.
Additional Example: Problem Cases ## 5, 6, and 9.
c. You might want to note that there is usually no duty to disclose relevant information
learned after the agency has terminated. However, there may be a duty to notify after
termination if the information was learned before the agency terminated.
d. The rule that there is no duty to notify when the agent has received confidential or
privileged information can be described as a situation where two of the agent's duties
conflict. On the one hand, we have the agent's duty not to disclose confidential
information obtained during a past or present agency. On the other, there is the
agent's duty to disclose information reasonably relevant to the business of the second
agency.
6. Duty to account: Note that the text discusses two distinct "duties to account." The first is
basically a duty to account for any unbargained-for profits received by the agent as part
of the agency business. It is one aspect of the agent's duties of loyalty and care. The
second is basically a duty to report the agency's financial affairs fully and accurately.
a. Note that the rule requiring the agent to return bribes and kickbacks is based on the
fact that these inducements may affect the agent's judgment and loyalty toward the
principal.
b. Note that the parties' agreement that the agent may retain benefits need not be
express. It can be implied from the principal's knowledge that the agent is receiving
benefits and her failure to object to this. It may also arise from custom. For
example, it may be customary in the trade for sellers to give the buyer's purchasing
agent a bottle of wine after the consummation of a deal.
c. Example: Ethics in Action (p. 960): Note how a firm like Starbucks attempts to
reduce the risk of its employees violating this part of the duty to account by having a
concrete policy on accepting gifts and other valuable items from those with whom
employees deal on behalf of Starbucks.
d. Note that the duty to report the agency’s financial affairs arises both when the
principal makes a reasonable demand for an accounting, and also at the termination
of the agency.
e. In order to maximize their chances of escaping liability under this duty, agents might
be advised to do one or more of the following: (1) keep complete and accurate
records of all relevant dealings; (2) submit all relevant records to the principal and try
to get the principal's written agreement that they are correct; (3) ask the principal to
inspect the records at regular intervals, and try to get the principal's written
agreement that they are in order; (4) have a mutually agreed-upon CPA inspect the
records. Of course, none of these steps will avail the agent if the principal is later
able to prove embezzlement or falsification to the court's satisfaction.
f. Example: Problem Case # 4.
7. Sanders v. Madison Square Garden L.P. (p. 961): This case may be of special interest to
your students who follow sports, who may have read or heard about this case involving
alleged sexual harassment by Knicks head coach and NBA hall of famer Isiah Thomas.
The case is a good example of lawyers being relentless in seeking ways to win a case, in
this situation, using the faithless servant doctrine.
Point for Discussion: Why didn’t MSG win on the faithless servant argument? MSG
failed to show that Brown Sanders’s behavior adversely affected her job performance.
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Chapter 35 - The Agency Relationship
The courts was unwilling to allow MSG to retain the benefits of her work without having
to pay for the benefits it received when the employee has violated only incidental rules
that do not affect her job performance.
8. The material on the principal's remedies for an agent's breach of fiduciary duty has been
eliminated. Here is the text from the 9th edition:
Many claims and remedies are possible when an agent breaches a duty to her principal.
If the agency was created by contract, for example, the agent's wrongdoing may breach
that contract and may enable the principal to obtain the various kinds of contract
damages. Also, a principal may obtain injunctive relief where, for instance, an agent
discloses or threatens to disclose confidential information, or misappropriates or threatens
to misappropriate the principal's property. In addition, a principal may rescind contracts
made by an agent who has represented two principals without the knowledge of one or
both, has dealt with himself, or has failed to disclose relevant facts. Finally, agents who
retain money or property due the principal (including bribes or gifts), or who profit from
the breach of duty, may be liable for the amount of their unjust enrichment.
Tort claims are possible when the agent has misbehaved. A principal may recover for
losses caused by his agent's negligent failure to follow instructions, to notify, or to
perform with appropriate skill and care. The tort of conversion is available where an
agent has unjustifiably retained, stolen, transferred, destroyed, failed to separate, or
otherwise misappropriated the principal's property.
9. Chapter Introductory Problem (p. 952): This is a good capstone question on agents’
fiduciary duties.
10. The Global Business Environment (p. 963): The Code of Conduct of the International
Consortium of Real Estate Associations illustrates that ethics codes and legal duties exist
in the real estate agency industry worldwide.
E. Duties of Principal to Agent
1. Duty to compensate
a. Besides the examples in the text, the principal is ordinarily not bound to compensate
close family members.
b. Regarding contingent compensation, consider a manufacturer who agrees to pay a
sales agent a commission on all orders that the principal accepts and approves. The
principal will be obligated to pay the commission once it accepts and approves an
order, even if later developments make it impossible to ship the goods specified in
the order. But no matter how hard the agent works, the commission will not be
payable if her efforts fail to produce suitable orders--unless the principal's failure to
accept and approve is so arbitrary that it amounts to a failure to cooperate.
c. You might note that it is often desirable to have a written agency contract that clearly
states the basis on which the agent is to be compensated. This is especially true if the
compensation is contingent.
2. Duties of reimbursement and indemnity: These duties are difficult to distinguish, and it
may not be worth the effort to try. Restatement (Third) of Agency section 8.14 treats
reimbursement as a special case of the principal's general duty to indemnify.
3. The material on the agent's remedies for breach of the principal's duty has been
eliminated. Here is what a previous edition said on the subject:
An agent's claim for breach of the duties just discussed often is contractual, and normal
contract remedies--except specific performance--are available. In some cases, a
principal's failure to pay, indemnify, or reimburse an agent enables the agent to acquire a
lien on property or funds of the principal that are in the agent's possession. This usually
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Chapter 35 - The Agency Relationship
allows the agent to hold the property or funds until the principal pays his obligation.
Also, an agent whose principal violates the duties to pay, indemnify, or reimburse can
refuse to render further services to the principal.
Of course, an agent's own breach of duty--especially the duties of loyalty and obedience--
may defeat his claim against the principal. Where the breach is not serious enough to
give the principal a complete defense, the principal may still set off losses caused by the
breach against the agent's recovery.
F. Termination of Agency
1. Distinguish termination by acts of the parties and termination by operation of law.
2. Go through the various examples of termination by acts of the parties. In this regard,
note that:
a. The "reasonable time" after which an agency for an indefinite period will terminate is
sometimes quite long. It may include periods when the agent continues to act and the
principal knowingly acquiesces in the agent's activity.
b. An agency to accomplish a specific result terminates when the result is accomplished
by the agent or by another.
c. Unilateral termination of the agency is called revocation when done by the principal,
and renunciation when done by the agent. Each can occur through express
statements or by conduct inconsistent with the continuance of the agency. Be sure to
go over the text's discussion of the effect of revocation or renunciation.
d. You might note that the rules regarding revocation and renunciation closely parallel
the traditional doctrine of employment at will discussed in Chapter 51.
3. Review the various bases for termination by operation of law.
4. Effect of Termination on Agent's Authority
a. First, get the easy rule out of the way: termination by any of the means just discussed
eliminates the agent's express and implied authority. Both, after all, are based on
what the principal communicates to the agent.
b. Then, note that apparent authority may persist after the agency is terminated and
explain why.
Gniadek v. Camp Sunshine at Sebago Lake, Inc. (p. 966): The court discusses
whether a camp can be liable for the tort of its former employee when the former
employee attacks a former camper when the camp is not in session. The court held
that the former employee had no actual authority to act for the camp and even if the
former camper reasonably believed that the former employee was acting on behalf of
the camp (apparent authority), the assault was not committed within his apparent
authority. Thus, the camp was not held liable for the assault of its former employee.
Points for Discussion: What evidence established that the former employee’s actual
authority had terminated? The previous summer session of the camp had ended, the
former employee was not currently working for the camp, and the camp had not acted
on his application to work for the camp for the following summer session. Why
could the former employee nonetheless have apparent authority? It would be
reasonable for the former camper to believe that the former employee was still
working for the camp, even in the off-season. Why, then, was the camp not found
liable for the assault by the former employee. The assault was unconnected to his
apparent authority, it any, as a camp employee. There was no “close link” between
his apparent authority to work for the camp and his assault of the camper while on a
trip that he arranged by himself during the off-season.
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Chapter 35 - The Agency Relationship
c. Note, however, that apparent authority will automatically end in certain situations
involving termination by operation of law: principal’s death, principal’s incapacity, or
impossibility.
What is so special about these particular categories of termination? In the cases of
death and permanent insanity, the termination of apparent authority might be justified
by the principal's inability to end it by notice to third parties. In the case of
impossibility, the rule might be justified by the fact that many forms of impossibility
provide a kind of notice.
d. Finally, state that the safest course for the principal to eliminate an agent’s apparent
authority is to notify third parties himself and discuss the situations where personal
communication is needed and where constructive notification should suffice.
Restatement (Third) section 3.11 has a simply, but ambiguous rule: apparent
authority ends when it is no longer reasonable for the third party with whom an agent
deals to believe that the agent continues to act with actual authority. This terminates
an agent’s apparent authority due to direct or indirect notice and even the passage of
time, when a reasonable person would believe that the agent no longer has actual
authority to act for the principal.
5. Example: Problem Case #10.
G. Log On (p. 929): Some students, especially those interested in the business of music, motion
pictures, and sports, may contemplate a career as an agent. Direct students to websites
maintained by companies like William Morris Endeavor Entertainment and sports industry
heavyweight IMG. IMG’s website is www.imgworld.com.
IV. RECOMMENDED REFERENCES
A. Hynes and Loewenstein, Agency, Partnership, and the LLC in a Nutshell (5th ed. 2011).
B. Kleinberger, Examples & Explanations: Agency, Partnerships, and LLCs (4th ed. 2011).
C. Lakin & Schiff, The Law of Agency (2nd ed. 1996).
D. Reuschlein & Gregory, Handbook on the Law of Agency and Partnership (5th ed. 2001).
E. Seavey, Handbook on the Law of Agency (1964).
F. Restatement (Third) of Agency (2006).
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