Agency Commons^™

Corporations-Officers And Directors-Liability For Representative Acts Under The Sherman Act, Leon E. Irish

Michigan Law Review

An indictment brought under section 1 of the Sherman Act charged appellee and the corporation that employed him with conspiracy to eliminate price competition in the greater Kansas City milk market. Appellee was charged solely, in his capacity as officer, director or agent of the corporation. The district court dismissed the indictment on the ground that natural persons are indictable under section 1 of the Sherman Act only for acts done on their own account. On direct appeal to the Supreme Court, held, reversed and remanded. A corporate officer is liable under section 1 of the Sherman Act whether …

Agency -- 1961 Tennessee Survey (Ii), W. Harold Bigham

Vanderbilt Law Review

I. Employee and Independent Contractor Distinguished

During the abbreviated survey period there were no significant or momentous decisions by Tennessee courts--state or federal--involving agency principles. Indeed the only state appellate case properly to be considered here involved the rather pedestrian question of whether a petitioner for workmen's compensation benefits was, vis-a-vis the defendant prime contractor, an employee or an independent contractor.

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II. Misrepresentations of Agent

Butts v. Colonial Refrigerated Transportation, Inc. is merely another example of the Sixth Circuit's unfortunate proclivity for writing per curiam affirmances. It is well-nigh impossible to determine whether the liability of the defendant which …

Apparent Authority Of Agent To Transfer Stock Owned By Principal - Henry V. Auchincloss, Parker And Redpath, Wilbur E. Simmons Jr.

Maryland Law Review

No abstract provided.

Liability Of Servant To Fellow Servant And Third Parties For Nonfeasance - Miller V. Muscarelle, Abel Merrill

Maryland Law Review

No abstract provided.

Business Associations -- 1961 Tennessee Survey, Kenneth L. Roberts

Vanderbilt Law Review

I. CASES

A. Disregard of Corporate Entity

B. Action in Corporate Name After Revocation of Charter

C. Effect of Merger

1. Privilege Tax

2. Statute of Limitations

D. Judicial Intervention in Internal Corporate Affairs

E. Disregard of Fictitious Corporate Records

F. Criminal Liability of Corporation for Acts of Agents

G. Corporate Venue Under Federal Anti-Trust Laws

II. STATUTES

A. Unincorporated Associations Treated as Corporations

B. Amendments to Securities Law

C. Massachusetts Trust Act

D. Industrial Development Corporation "Projects"

E. Amendments Relating to General Welfare Corporations

F. Miscellany

Agency -- 1961 Tennessee Survey, Elvin E. Overton

Vanderbilt Law Review

The topic "agency" includes the areas of "master and servant" as well as those of "principal and agent." There were few cases in these areas decided by the Tennessee courts during the period under survey. Generally, basic principles were applied to routine cases.In certain instances the reliance upon a prior fact determination avoided the necessity of an elaborate treatment of the facts. In one or two cases the court reached a result that may not be deemed desirable though supported by much authority. Significant points received less attention than they deserved in certain cases. In one case the basic question …

Agency - Borrowed Servant Doctrine - Surgeon Is Responsible For The Pre-Operative Negligence Of Anesthetist, Edwin W. Scott

Villanova Law Review (1956 - )

No abstract provided.

Real Property - Liens - Husband's Contract For Improvements On Land Owned Jointly With Wife, Judd L. Bacon S.Ed.

Michigan Law Review

A husband alone contracted for the construction of a house on property owned jointly with his wife. The wife inspected the progress of the work, took part in directing it, and later occupied the house. In an equity proceeding by the contractor to establish and enforce a mechanic's and materialman's lien on the premises for the balance due under the contract, the trial court rendered a decree for the contractor. On appeal, held, reversed. Since there was no showing that the husband contracted as an agent of the wife, and the evidence does not support a finding that she …

Agency -- 1960 Tennessee Survey, Warren A. Seavey

Vanderbilt Law Review

In Richardson v. Snipes' both parties to an exchange of land employed the plaintiff, the contract providing that the defendant would pay no commission unless the transfer was completed. The other party satisfied the conditions imposed by the defendant, who, however, refused to go through with the exchange. The court properly reversed judgment for the defendant; but the result should not have turned upon the finding of bad faith of the defendant, as the court held. The plaintiff had performed his undertaking which was to provide one who would exchange titles and who would have gone through with the transaction …

Taxation - Federal Income Tax - Commission Received By Life Insurance Agent On Policies Purchased By Him Held To Be Taxable Income, Roger W. Findley S.Ed.

Michigan Law Review

Taxpayer was agent for eleven life insurance companies. From two of them he purchased policies on the lives of his business partner, three key employees, and his children. He paid the regular premiums and subsequently received standard first-year and renewal commissions. When taxpayer did not include these in his gross income, the Commissioner assessed deficiencies and was sustained by the district court, On appeal, held, affirmed. A commission received by a life insurance agent on a policy purchased by him is taxable income. Ostheimer v. United States, (3d Cir. 1959) 264 F. (2d) 789, cert. den. 80 S.Ct. …

Agency--1959 Tennessee Survey, Kenneth L. Roberts

Vanderbilt Law Review

Several decisions of the Tennessee and sixth federal circuit appellate courts during the survey period dealt with the nature and scope of duties owing by master to servant. A prefatory review of applicable common law principles should aid understanding of these cases.

Broadly categorized, the master's common law obligations to his servant are fivefold. (1) To afford a reasonably safe place to work. The servant must be protected from dangers known to the master or those which might have been discovered by the exercise of reasonable diligence. If the danger is known or patently obvious and appreciated by the servant, …

Liability Of An Insurance Agent Or Broker In Procuring Or Maintaining Insurance For An Owner, Jack D. Mcneil

Vanderbilt Law Review

The insurance agent or broker is vulnerable to legal attack on several grounds and may incur liability on a variety of theories ranging from breach of implied warranty to fraudulent misrepresentation. The basic fact situation here discussed arises when one desires insurance and the agent sought for the purpose of procuring that insurance fails to do so through a lack of reasonable care. The nature and origin of the duty owed by such an agent or broker, the various instances in which liability arises, the measure and amount of damages collectible, and the defenses available to the agent are discussed.

Priorities: Ii, Edgar N. Durfee

Michigan Law Review

This is the second part of "Priorities" (also known as "Little Nemo") which was taken from Professor Durfee's teaching materials. The first part was published in the February issue-which was dedicated to the memory of Professor Durfee.

Book Reviews, Dale F. Stansbury, Malcolm P. Sharp, Arthur T. Von Mehren, John S. Bradway, James D. Ghiardi, Thomas H. Eliot, Julius Paul, W. Howard Mann

Journal of Legal Education

No abstract provided.

The Legal Nature Of Collective Bargaining Agreements, Archibald Cox

Michigan Law Review

One reflecting upon the legal nature of a collective bargaining agreement can hardly avoid beginning with the thought that the institution has flourished outside of the courts and administrative agencies and often in the face of legal interference. The law had fallen into disrepute in the world of labor relations because it failed to meet the needs of men. Collective bargaining agreements were negotiated and administered without regard to conventional legal sanctions. Grievance procedures and arbitration evolved into an intricate and highly organized, private judicature. Many experienced and perceptive observers argued that the conventional sanctions for commercial contracts should not …

Taxation - Federal Income Tax - Proceeds From Cancellation Of Contract Treated As Ordinary Income, Jerome B. Libin S.Ed.

Michigan Law Review

Taxpayer had the exclusive right for a period of ten years to purchase all the coal mined by the operator of certain mines. In 1949 the operator paid taxpayer $500,000 as consideration for the complete acquisition of taxpayer's right and interest in the purchase agreement. Taxpayer reported this sum as a long-term capital gain. The Commissioner claimed that the amount received was ordinary income. The Tax Court upheld taxpayer's contention, indicating that the transaction had resulted in the sale or exchange of a capital asset. On appeal by the Commissioner, held, reversed, one justice dissenting. This transaction was more …

Fiduciary Administration - Nominee Statutes - Transfer Of Securities Held For The Benefit Of Another, Joseph T. De Nicola

Michigan Law Review

Michigan is the forty-second jurisdiction to enact a nominee statute. Nominee statutes authorize a fiduciary to nominate a third person to hold stock or securities in the third person's name without giving notice on the stock certificate or on the transfer books of the corporation of his qualified ownership. For the most part it has been assumed that these statutes would facilitate a more rapid transfer of securities. It is the purpose of this comment to compare and analyze these statutes and to determine whether they are the most effective means of accomplishing the end they are intended to serve.

The Borrowed Servant - Keitz V. National Paving And Contracting Company, R. W. Shipley

Maryland Law Review

No abstract provided.

Fiduciary Administration - Compensation - Extra Compensation And The Rule Against Self-Dealing, David Shute

Michigan Law Review

Respondent was a member of a firm of certified public accountants who were actively engaged in assisting decedent work out his income tax difficulties at the time of his death. Under decedent's will respondent was named executor and trustee along with decedent's lawyer and a trust company. The executors employed respondent's partnership to perform services in connection with the estate. The surviving widow and life beneficiary of the estate filed objections to the account of the executors, urging that the rule against self-dealing on the part of fiduciaries precluded respondent from recovering for services performed as an accountant in addition …

Contracts - Statute Of Frauds - Signature Applicable To Only Part Of A Memorandum, George R. Haydon Jr.

Michigan Law Review

Plaintiff buyer sought specific performance of an alleged contract for the sale of real estate. The instrument, denominated "deposit receipt," acknowledged receipt of the deposit, and then set forth the terms of the trade. This was signed "By Raymond Asmar," the alleged agent of the seller, in the place where the broker normally signs. Following this were two provisions. One, signed by plaintiff, stated that he agreed to purchase the property and that he confirmed the contract. A similar provision immediately following was not signed by defendant seller. The district court dismissed for failure to state a claim on which …

Recent Cases, Law Review Staff

Vanderbilt Law Review

Agency--Representations--Liability of Principal for Agent's Assault Where Consent Obtained by Fraud

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Constitutional Law--Due Process--Admissibility in State Criminal Prosecution of Results of Blood Test taken while Accused was Unconscious

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Constitutional Law--Privilege Against Self-Incrimination--Effect of Possible Federal Prosecution on Application of State Immunity Statute in State Criminal Proceedings

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Constitutional Law--Military Jurisdiction--Capital Offenses Committed by Civilian Dependents Accompanying Armed Forces Abroad in Peacetime

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Corporations--Election of Directors--Conflict Between Constitutional Right of Cumulative Voting and Statute Authorizing Classification of Directors

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Corporations--Officers--Secretary--Treasurer's Authority to Institute Litigation

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Corporations--Shareholder Voting Agreements--Applicability of Voting Trust Statute to Pooling Agreement Giving Irrevocable Proxies to …

Agency -- 1957 Tennessee Survey, F. Hodge O'Neal

Vanderbilt Law Review

Several interesting and significant decisions in the fields of agency and master and servant were handed down during the survey period. This article discusses the decisions in groups, each group being placed under a topic heading which is designed to give the reader an idea of the particular phase of agency law involved in that group of cases.

Establishing that Tort feasor is a Servant of Defendant: It is elementary law of course that a master is liable for the torts of his servant acting within the scope of his employment. A question often arises, however, as to whether a …

Agency - Liability Of Principal For Termination Of Agents Employment, William G. Mateer S.Ed.

Michigan Law Review

In the summer of 1949, appellant entered into an oral contract for an indefinite time with the appellee whereby the former was granted an exclusive wholesale distributorship of appellee's farm and garden equipment. A four-year period followed in which appellant increased the number of dealers in appellee's product from four or five in 1949 to over one hundred in 1953. In the latter part of 1952 appellant contemplated an enlargement of its facilities which would require it to enter upon a fifteen-year lease. Since the lessor desired some assurances as to the duration of appellant's franchise, appellant wrote to appellee …

Recent Cases, Law Review Staff

Vanderbilt Law Review

RECENT CASES

AGENCY--INDEPENDENT CONTRACTOR--"ONE WAY LEASE" EFFECTIVE TO TERMINATE RELATIONSHIP

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COURTS--CIVIL RIGHTS ACT--IMMUNITY OF JUDGE FOR ACTS COMMITTED IN THE EXERCISE OF A JUDICIAL FUNCTION

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COURTS--CONTEMPT--VIOLATION OF COURT RULE BANNING PHOTOGRAPHY

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CRIMINAL LAW--ENTRAPMENT BY STATE OFFICIAL AS A DEFENSE TO FEDERAL PROSECUTION

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DAMAGES--BREACH OF WARRANTY--RECOVERY FOR LOSS OF PROFITS

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FEDERAL COURTS--CHOICE OF LAW--APPLICATION OF ERIE DOCTRINE TO DIVERSITY CASES INVOLVING FEDERAL COMMERCIAL PAPER

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TORTS--BATTERY--CONSENT OF MINOR TO SIMPLE OPERATION AS A DEFENSE

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TORTS--DUTY TO ACT--EMPLOYER'S ASSUMPTION OF A DUTY BY GIVING MEDICAL EXAMINATIONS TO EMPLOYEES

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Agency - Apparent Authority - Liability Of Corporation On Unauthorized Note Of General Manager, Thomas A. Troyer

Michigan Law Review

Welch, the general manager, executive vice-president, treasurer, and director of petitioner corporation, requested that respondent, a salesman employed by the corporation, loan petitioner $25,000. Respondent complied, and Welch executed and delivered to respondent a note for the amount of the loan, signed by himself as vice-president and treasurer. After Welch had appropriated the money to his own uses, respondent obtained a judgment by confession against petitioner on the note. On trial of a petition to open the judgment, held, dismissed. Welch had acted with apparent authority in giving respondent petitioner's note, respondent had reasonably relied upon this appearance in …

Constitutional Law: Legislature Held To Have Power To Confer Upon The Court Of Claims Exclusive Jurisdiction To Determine Cases Against State Agencies Or “Authorities” / Procedure-City Law Requiring Written Notice Of Deective Sidewalk As Condition Precedent To Bringing Action Against The City For Damages Upheld

NYLS Law Review

No abstract provided.

Book Reviews, Ralph C. Barnhart, Leonard F. Manning, Coleman Karesh, Wilfred J. Ritz, Edward J. Freeman, Thomas Broden Jr., E. C. Bolmeier, A. Kenneth Pye, Philip K. Yonge, Joseph T. Tinnelly C.M., Thomas I. Emerson

Journal of Legal Education

No abstract provided.

Administrative Law -- 1956 Tennessee Survey, James B. Earle

Vanderbilt Law Review

Questions of the scope and timing of judicial review of administrative agency action were again before the courts during the period covered by this survey. Timing of Judicial Review: The problem of "timing" of judicial review of administrative action includes questions of the availability of administrative remedies and whether their exhaustion must be required before court action; ripeness for review, usually associated with the issuance of agency rules and regulations; and jurisdictional questions vis-a-vis the agency and the court.

Agency -- 1956 Tennessee Survey, F. Hodge O'Neal

Vanderbilt Law Review

The appellate courts of Tennessee and the United States Court of Appeals for the Sixth Circuit handed down during the survey period a considerable number of interesting and significant cases dealing with the Tennessee law of agency. This article groups the cases and arranges them under topic headings. In most instances, the discussion of the case or cases under a topic heading is preceded by brief background material designed to place the cases in their proper setting and aid the reader in evaluating them.

Corporations - Stockholders - Fiduciary Relationship In Sale Of Controlling Stock Interest, Morton A. Polster S.Ed.

Michigan Law Review

This comment is concerned with the duty owed by the controlling stockholders to the non-controlling stockholders when there is a sale of the controlling interest. Recently this question was considered by the United States Court of Appeals for the Second Circuit in Perlman v. Feldmann, and the opinion, reversing the lower court and accompanied by a vigorous dissent by Judge Swan, deserves careful consideration.