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Use of Agents in the Corporation's Legal and Operational Setting - Chapter 58 - Advising Minnesota Corporations and Other Business Organizations - 2nd Edition
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Originally from: Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Hardcover Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Electronic
Preview Page CHAPTER 58
USE OF AGENTS IN THE
CORPORATION'S LEGAL AND
OPERATIONAL SETTING
Section
§ 58.01 Introduction
§ 58.02 Definition of Agency
§ 58.03 Acts of Agent
§ 58.04 Authority of Agent
§ 58.05 --Express Authority
§ 58.06 --Implied Authority
§ 58.07 --Apparent Authority
§ 58.08 Estoppel
§ 58.09 Agency by Estoppel versus Agency by Implied Appointment
§ 58.10 Ratification
§ 58.11 --Validity of Ratification
§ 58.12 --Unauthorized Act of an Agent
§ 58.13 --Ratification in Whole
§ 58.14 --Power of Corporation to Ratify
§ 58.15 Agents in International Commerce
§ 58.01 Introduction
The principles of agency law are applied to corporations:1 "The same
general principles of law which govern the relation of agency for a
natural person govern the officer or agent of a corporation, of whatever
station or rank, in respect to his power to act for the corporation."2
§ 58.02 Definition of Agency
Agency is defined as the relationship "that results from the
manifestation of consent by one person to another that the other shall act
on his behalf and subject to his control, and consent by the other so to
act."3 There must be an agreement between the parties to create an
agency relationship,4 although the agency agreement does not need to be
in writing.5 The authority of the agent depends on the will of the
principal, and the agent cannot create authority for himself to perform a
certain act by actually performing that act.6 To find that an agency relationship exists, there must "[be first a]
manifestation of [principal's] consent that [the alleged agent] be his
agent. . . [and] [s]econd ... the critical element of [the] principal's right of
control over the agent."7 If an agency relationship exists, the agent's knowledge, as well as
any liability, may be imputed to the agent's principal. "If a corporate
officer is acting within the scope of his or her duty, his or her
knowledge is imputable to the corporation."8 In St. Paul Fire and
Marine Insurance Co. v. FDIC, the court imputed the corporate
officer's knowledge of the corporation's insurance policy to the
corporation because the officer was acting within his authority as agent
for the corporation.
Roger J. Magnuson is a Partner at Dorsey and Whitney, LLP, where he serves as Head of the National Strategic Litigation Group and has practiced since 1973. He has been recognized as one of the top trial lawyers in the United States by major national and international publications, including Chambers International Guide to American Lawyers, which profiles the top 500 trial lawyers in the United States, Best Lawyers in America, Who's Who in American Law, and Who's Who in America. Mr. Magnuson was also recognized by a Journal of Law and Politics' survey for Judge's Choice "Wins Most Cases."
Some high profile cases that he has litigated include representation of the Florida Senate in the Bush v. Gore election controversy in 2000; and representation of the Plaintiffs in the widely publicized and studied Mall of America case. For several years he has represented, among other persons and entities, the Minnesota Twins and Major League Baseball principals and players in litigation; and has litigated national and local cases in federal and state court venues. He has appealed before the Supreme Court in a number of cases; as well as the Minnesota Supreme Court. He has authored several articles and 7 books.
Richard A. Saliterman is a Principal in Saliternan & Siefferman P.C., a full-service firm in Minneapolis established in 1976. Mr. Saliterman is a leading expert on corporate business matters, and is the author of several publications on business start-ups, franchises, and trademarks. Mr. Saliterman is the former National Judge Advocate for the U.S. Navy League, based in Washington D.C.
Contributing Editor:
Amanda Chang
Contributing Authors:
Alecia Anderson
Seth Back
John Baker
Shannon Berg
Constatin Burachek
Benjamin Carpenter
Ryan Check
Carl Christensen
Peter Fear
Michael Frasier
Aaron Hall
Catherine Hanson
Paul Harman
Amy Ithlan
Michael Kern
Chris Kuhlman
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