Agency, Employment Law, and UCC Concepts

Flashcards covering key concepts from agency law, employment law, and UCC.

Agency

A relationship where one party (the agent) acts on behalf of another party (the principal).

Termination of Agency

A relationship can terminate by lapse of time, achievement of purpose, occurrence of a specified event, mutual agreement, option of either party, or operation of law.

Respondeat Superior

A legal doctrine holding principals liable for torts committed by their agents within the scope of their agency.

Principal Liability for Contracts

A principal is not liable for contracts made by an agent acting outside their authority unless the principal ratifies the contract.

Disclosed Principal

A principal whose identity is known to a third party; liable for contracts made by an agent.

FMLA

The Family and Medical Leave Act allows eligible employees to take unpaid, job-protected leave for specific family and medical reasons.

Primary Boycott

A legal strike or boycott against an employer with whom the union has a direct dispute.

Secondary Boycott

An illegal boycott against a neutral third party to pressure an employer involved in a dispute.

UCC Article 2

Governs contracts for the sale of goods, while services are governed by common law.

Entrustment

The process that allows a merchant to transfer valid title to goods entrusted to them, even if they do not own those goods.

Risk of Loss

Responsibility for damage or loss of goods which can transfer at different times based on contract terms.

Perfect Tender Rule

UCC rule allowing buyers to reject goods that do not conform perfectly to the contract.

Statute of Frauds

Law requiring certain contracts, such as sales of goods over $500, to be in writing to be enforceable.

Liquidated Damages Clauses

Contractual provisions specifying a reasonable estimation of damages in the event of a breach.

Good Title

Valid ownership of goods that allows the buyer to have full rights to the goods.

Voidable Title

Title that can be rescinded by the seller under certain circumstances, such as fraud.

Void Title

No title exists for the goods, such as in the case of stolen property.

Obligations of Buyers

The duty to accept and pay for goods that conform to the contract.

Rights of Sellers

Sellers have the right to receive payment and seek remedies if buyers breach the contract.

Torts of Agent vs principal liability

Principals are liable for torts committed by agents within the scope of their agency (respondeat superior). Agents are always liable for their own torts.

Crimes of agent vs principal liability

Principals are generally not liable for agents' crimes unless they authorized or participated in them. Agents are always liable for their own crimes.

disclosed agency liability

Principal is liable, agent is not (unless agent guarantees).

partially disclosed agency liability

Principal and agent may both be liable.

Undisclosed agency liability

Principal and agent are both liable; when the principal is discovered the 3rd party can elect who they want to hold liable.

Rights of agents vs principals

Agents have rights to compensation, reimbursement, indemnification, and safe working conditions.

Principals have rights to control the agent's actions, receive performance, and be informed

obligation of principals

Duty to compensate, reimburse, indemnify, and cooperate.

obligation of agents

Duty of loyalty, obedience, performance, notification, and accounting.

Employee privacy in the workplace

Employers can monitor communications and activities, but must comply with laws regarding electronic surveillance and data protectionthat grant certain rights to employees. Employers should also have clear policies in place.

Covered FMLA reasons

The birth and care of a newborn child, placement of a child for adoption or foster care, care for an immediate family member with a serious health condition, or the employee's own serious health condition

Enforceable Laws for Goods v. Services v. Mixed Contracts

Enforceable laws distinguish the rules applicable to the sale of goods, provision of services, or contracts that encompass both elements, ensuring proper regulation of rights and obligations for each type.

Enforceable laws for goods

UCC Article 2 governs contracts for the sale of goods

Enforceable laws for services

Services are governed by common law.These laws outline the legal principles that apply to contracts for various types of services, ensuring proper protection for both parties involved.

Enforceable laws for mixed contracts

Mixed contracts are governed by the predominant factor test (which aspect predominates: goods or services).

Origin (Shipment) contract

Seller's obligation is to put goods into the hands of a common carrier. Risk of loss passes to the buyer when the goods are delivered to the carrier.

Destination contract

Seller's obligation is to deliver goods to a specific location. Risk of loss passes to the buyer when the goods reach that location.The seller is responsible for transportation and bears the risk until the goods arrive at the designated destination.

Common carrier

a third party that provides transportation services.

Rights of Sellers for Buyer Breach

Sellers can withhold delivery, resell goods, recover damages for non-acceptance, or cancel the contract.

insurable interest

A financial stake in the goods, allowing for insurance coverage.

transfer of title

the process by which the ownership of property or assets is legally transferred from one party to another.

Offer & Acceptance

An offer is a definite proposal to make a contract. Acceptance is the assent to the offer's terms. UCC rules often differ from common law rules in terms of timing and method of acceptance.

Seller Defenses Against Breach

Impossibility, Commercial Impracticability, and Frustration of Purpose.

Rights of buyers

• Right to obtain goods as contracted.

• Right to inspect goods.

• Right to reject non-conforming goods.

• Right to recover damages for breach.

Default Rules for Contract Formation

The UCC provides default rules for contract formation when the parties' agreement is silent on certain terms (e.g., delivery, payment).

Transfer of Good title

A buyer obtains good title from a seller who had good title

Transfer of voidable title

A buyer can obtain good title from a seller with voidable title if they are a good faith purchaser for value.

Transfer of void title

A buyer cannot obtain good title from a seller with void title.

Good faith purchaser for value

purchaser who buys goods honestly, gives value, and takes the goods without knowledge of any defect in the seller's title.