978-0077733711 Chapter 35 Lecture Note

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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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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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