§ 1 Creation,
Existence, and Termination of Agency
2(1) General Provisions
2(2) Express Authority
2(3) Implied Authority
§ 3 Rights,
Duties, and Liabilities
3(1) Between Principal and Agent
3(2) Between Principal and Third
Person
3(3) Between Principal and
Independent Contractor
3(4) Between Agent and Third Person
§
1 Creation, Existence, and Termination
of Agency
Court will not
presume that agency exists from mere fact that person apparently is acting for
another. Bank of
Oral agreement by person who negotiated on behalf of purchaser that negotiator would guarantee payment from purchaser created an agency or surety relationship between purchaser and negotiator, and vendor could look to third party for payment. Ryan, Inc., v. Vaka, 5 A.S.R.2d 31.
Agency relationship exists between owner of vehicle and one who drives the vehicle in furtherance of the owner's interest or enterprise. Sataua v. Himphill, 5 A.S.R.2d 61.
Agency exists where a
principal has the right to control the conduct of an agent, and the agent has
power to affect the legal relations of the principal. On this basis, a seller
named in an invoice is an agent for her or his principal. Joseph D. Seagram & Sons, Inc. v. Comm.
Credit Corp. of
Whether a
master/servant relationship has been established depends on a number of
factors, the most important of which is the master's right to control the
physical conduct of the servant. Poutoa
v.
Agent may sign contract for principal whether or not principal is present, and alleged erroneous statement of trial court that principal was present was harmless error. Scanlan v. Steffany, 3 A.S.R. 583.
Even under Statute of Frauds, one partner may obligate partnership by signing contract, acting as agent for other partners. Scanlan v. Steffany, 3 A.S.R. 583.
Where bus driver's supervisor submitted affidavit that any use of bus other than transporting children to school was outside the scope of driver's employment, but there is evidence that passengers on school bus may have been government employees who had been working on the bus, whether driver was within scope of employment is a disputed material fact precluding summary judgment. Utu v. National Pacific Insurance Co., 9 A.S.R.2d 88.
When an agent settles a
claim on behalf of its principal, which settlement is dependent upon facts
known to be doubtful, the settlement is not voidable when the doubtful facts
turn out to be incorrect. Kent Samoa Inc.
v. Shimasaki, 29 A.S.R.2d 44.
Servants, in master/servant relationships, are also
capable of appointing subservants, who act under the primary control of the
servant but who create liabilities for both the servant and the master. Poutoa v.
RESERVED
Owner's consent to another person's use of a vehicle may be inferred from a past course of conduct or relationship between the parties. Toleafoa v. Sioka, 5 A.S.R.2d 18.
When the driver of a vehicle is a member of the vehicle owner's family or household, it is more likely that the driver has the owner's implied consent to use the vehicle. Toleafoa v. Sioka, 5 A.S.R.2d 18.
Principle that family relationship between driver and vehicle owner suggests owner's implied consent does not apply to Samoan extended communal family. Toleafoa v. Sioka, 5 A.S.R.2d 18.
Implied
permission to use a vehicle is inferred from past occasions of acquiescence or
absence of objection in circumstances signifying consent on the part of the
vehicle owner. Tauiliili v.
Evidence
was contrary to a showing of acquiescence and passive consent by government to
personal use of its vehicle by its employee, where written statement of
policies forbade any after-hours or weekend use without specific prior approval
of manager; the Governor himself had sent out a memorandum with respect to such
use; and the employee's manager had raised the Governor's concerns at staff meetings
and circulated the Governor's memorandum to the staff. Tauiliili v.
Inferential in nature, implied permission for a vehicle's use is usually shown by usage and practice of the parties over a sufficient period of time. Leilua v. Ali'itaeao, 23 A.S.R.2d 97.
Although weaker evidence will support a finding of implied permission to use a vehicle if the drivers are blood relatives than if they were strangers or mere acquaintances, the mere existence of a close family relationship does not of itself establish permissive use. Leilua v. Ali'itaeao, 23 A.S.R.2d 97.
An agent to whom the principal gives the appearance of authority may bind the principal regardless of whether actual authority exists. Kent Samoa Inc. v. Shimasaki, 29 A.S.R.2d 44.
§
3 Rights, Duties, and Liabilities
§ 3(1) —Between
Principal and Agent
Agent of
corporation, acting on behalf of corporation, is not personally liable for
corporate debts. Jt. Holdings & Tr.
Ltd. v. P. J. Brennan, Inc., of
In determining
whether a business entity believes in good faith that its claim is just for the
purpose of determining whether the claim can be consideration for a settlement,
the entity is chargeable with the knowledge of its agents who participated in
the transactions giving rise to the claim.
Development Bank v. Ilalio, 5 A.S.R.2d 110.
An agent is generally not a party to a contract made for a disclosed principal. Ryan, Inc., v. Vaka, 5 A.S.R.2d 149.
An institutional
party to litigation is chargeable with the knowledge, and responsible for the
actions, of its agents who conduct the transactions that are the subject of the
litigation. Bank of
Government
employee who, in the early hours of the morning and while in an intoxicated
condition, went to his place of work and picked up his employer's vehicle and
then invited friends to go riding in the vehicle, was acting outside the scope
of his employment; although he was to have used the vehicle later that day in
his employment, his earlier personal use was unauthorized and contrary to
written policies and directives governing private use of government vehicles,
and he was clearly on a frolic of his own.
Tauiliili v.
Where employee's
negligence was clearly related to her performance of her duties but was also
clearly related to her agreement with the child's parents, who had reason to
know her strengths and weaknesses and the dangers of their entrustment to her
of their child's safety, the employer would be vicariously liable for the
employee's negligent performance of her duties and the parents would be liable
for such negligence as was attributable to the private agreement. Saufo`i v.
Employer/bailee is also contractually liable for the negligence of his employees in executing the bailment, since he cannot receive money for performing a duty and at the same time escape liability for violating such duty by shifting the responsibility to an employee. Garcia v. Galea`i, 15 A.S.R.2d 14.
A general agent for a disclosed
or partially disclosed principal subjects his principal to liability for acts
done on his account which usually accompany or are incidental to transactions
which the agent is authorized to conduct if, although they are forbidden by the
principal, the other party reasonably believes that the agent is authorized to
do them and has no notice that he is not so authorized. Poutoa v.
§
3(2) —Between Principal and Third Person
One who delegates his affairs to lawyers, accountants, and others, and who signs the documents his own agents have prepared for him, cannot escape liability to a third party by claiming that the documents are not binding on him because he did not read or understand them. Ralston Purina Co. v. The Louise V, 3 A.S.R.2d 48.
Employer/bailee is also contractually liable for the negligence of his employees in executing the bailment, since he cannot receive money for performing a duty and at the same time escape liability for violating such duty by shifting the responsibility to an employee. Garcia v. Galea`i, 15 A.S.R.2d 14.
Under doctrine of respondeat superior, a bailee employer is vicariously liable for loss or injury with respect to the bailed property which results from the negligence or wrongful acts or omissions of his employees in executing the bailment within the course and scope of their employment. Garcia v. Galea`i, 15 A.S.R.2d 14.
When a servant steps outside of his employment to do some act for himself, not connected with the master's business, the master is not vicariously liable if those acts cause tortious harm. Fa'aola v. Taumua, 27 A.S.R.2d 115.
A party who conducts a
transaction with an agent is liable to a disclosed principal to the same extent
as if the principal had conducted the transaction. Joseph D. Seagram & Sons, Inc. v. Comm.
Credit Corp. of
The
relationship of master and servant is a species of agency in which the
principal may be liable for the torts of the agent. Poutoa v.
Inherent in the power of agency, is the power of the agent
to subject the principal to liability for unauthorized conduct. Poutoa v.
§ 3(3) —Between
Principal and Independent Contractor
SEE EMPLOYMENT LAW § 3 – INDEPENDENT CONTRACTORS
A garageman who had possession of a vehicle in order to repair it and who was outside the direction or control of the owner was an "independent contractor" for whose negligence the owner could not be held liable under a theory of agency or master/servant liability. Sataua v. Himphill, 5 A.S.R.2d 61.
The employer of an independent contractor is generally not liable for physical harm done by the contractor or the contractor's employees; however, an employer is liable when he knows or has reason to know that, in the ordinary course of doing the work in a usual or prescribed manner, the work is likely to result in trespass. Letuli v. Le'i, 22 A.S.R.2d 77.
§ 3(4) —Between
Agent and Third Person
When a seller conditions his agreement to sell goods on an agent's proffer of his own creditworthiness on behalf of that agent's principal, the agent becomes an accountable party to the sales contract. Ryan, Inc., v. Vaka, 5 A.S.R.2d 149.
A known agent is
not liable for the debts of its disclosed principal.
Under
the partially disclosed principal theory of an agent's liability to a third
party for actions the agent has taken on behalf of a principal, the third party
must establish that the third party was aware of the agency, was without knowledge
of the principal's identity, and had formed a valid contract with the
agent.