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1

What is lecture 5 about?

How does agent’s relationship with principal come to an end?
Termination by act of the parties
Termination by operation of law
Termination of commercial agencies

What are the effects of termination?
On parties’ rights and duties?

2

-what about the termination?

How can agency rels come to end, to some exrenr if ppl to enter into agen delib should be able to leabe delib, how can end without act of consent – go voer this slide if necc

3

(a) Termination by act of the parties?

Underlined for u the various forms of termination by acts of party, so can be

4

-What are the various forms of termination?

termination by agreement

termination by performance

expiration of period of agency
fixed period based on agreement
fixed period based on custom
Dickenson v Lilwal (1815) 1 Stark 128
Usage in Irish provision trade regarding expiry of authority given to broker to sell

occurrence of a specified event

revocation/renunciation

5

- what is termination by agreement?

termination by agreement- parties agreed that term come to end , I enter agree that our term ends today or months time etc

6

- What is termination by performance?

Term by performance- without agree- we have given agent partic brief to do something and done it then then that agen can come to end automatically, so if I have isntruced someone 1 to sell my bbaskin textobook once sold then our rels come to end, they FULFILLED FUNCTION?

7

- what is expiration of period of agency?

Expiration of period of agency- u can have agency rel for fixed period e.g this agency rel going to last up to 2020/ 2 years and up to them not agent anymore,-

-fixed period by agreement quite straight forward, but also based on custom which applies on partic trade. This tends to be less usual but clearly when based on custom then this is quite outside anything party would have agreed themselves,

e.g of this Dickenson case- here u have principles they isnturcted their agent to sell butter for them and gave on 3rd and 4th of july so they give instruction as this agent happens to be broker and remember broker can sell without haveingpossesion of goods, so on 6th july this broker found people to buy butter and sold, by time went back to p to say found, theys aid we also have sold and we cant deliver to ur buyer, dick sued p u should honour that contract with agent, and p argument was actually this was agency agreement, which came to end at end of fixed period based on custom. So by time our agent sold tutotial, his auth to sell anything had expired, based on custom end bc any auth thata egtn had to sell for u aexpired on day given. Need to privde proof evidence In that partic custom. Couple days later already expired??

8

How can it also expire?

Also possible for a to expire on occurrence of specified event- lasr until specific event occurs (rels( e.g u are going to be my agent up until price of cotton goes up, or ur going to be my agent up until my business changes ownership , needs to event specified so both aaware whats gonna bring to end.

9

How can it also end?

- end on bases of revocation /ren- these have same effect- revoc- cos principle has terminated agency rels unilateraly by revoking agency auth- if take away auth act on me have revoked and terminated rels, renun when unilateral termin come from agent, can renounce ur auth to act for some1= rels comes to end

10

(a) Termination by act of the parties – revocation/renunciation

Can agency be irrevocable?
Question on revoc and renun is – read on slide q – can oru p an a put self in positon where the agency can never be revoked e.g agency rel permanent, none of us csan withdraw
We have to approach by two angles 1 can we have ana gency rels that irremovable by virtue of stat, 2 can we have an agency rels that irrevocable by virtue of common law

11


statute s.4(1) Powers of Attorney Act 1971 (Baskind, p.183)

Statute- don’t get too bogged but worth knowing some rels are irrevocable by virtue of stat and s.4 (1) gives good e.g of that type agency that irrevolble by virtue of statue- baskin gives other examples e.g where u have some1 who has been given power of attorney under the mental capacity act to act for some1 who going to be incapacited etc – reason why complic- cos very foten this ag would have ebeen given auth to act for some 1 but at same time agent wil also have interest of some kind in the partic trans, area of law which is quite messy = stat it is poss for agency rel be irr- cany withdraw a auth

12

what does comon law say?

-common law poss?- statement grom bailey case – read aswritien -1 OF BIG JUDGEMENTS – lay down genral rule, , 1 principles laid down, is that agency auth is revo- so even if parties have contract irrevocable p can still revoke it is not set in stone- if do, this doesn’t prevent a from suein damages but it doesn’t change p right to revoke that auth, so parties may have contracted is not absolutely bidning, that’s our starting pont IT IS REVOKABLE

13

- when can auth of a be revoked and case?

‘the authority of an agent may be revoked by the principal, even if it is agreed by their contract to be irrevocable’ Bailey v Angove Pty Ltd [2016] UKSC 47

14

-sit where revoke might be awkward and case?

THERE MIGHT sit which very awkard for p to revoke agency especially where a is exposed to liability 3rd parties e.g so if Kelly given auth toact as agent ansd she revokes , ut im accountable to 3rd aprties, the obligations that Kelly should have been honoured, should she,

Anderson case- freq placing ebts on behalf of pri and even tho own name those bets I favour of p’s. mr anserdosn loses on some bets, but before mr Anderson makes good, he rovkes mr read auth so mr read as agent has auth revoked befoe his p actually paid money for lost bet, this means that mr read as agent is now exposed to claims of 3rd parties for those lost bets, u have to pay us the moneys owing o those best u placed cos lost bets and mr read – money that should come out ofwn pocket, no readon agent should be it and claimed indemi for loss debts compensate me. Cout inclied to agree ewith him. If p revoked agent auth and leave a highd ry then that cannot be revoked (auth) otherwise all to easy far too easy for p to avoid obligations by revoking auth anytime they choose.

15

Read v Anderson (1883-84) LR 13 QBD 779 in short?

Read v Anderson (1883-84) LR 13 QBD 779
R placed bets on A’s behalf in own name. A revoked R’s authority. R sued for indemnity for lost debts.
‘If a principal employs an agent to perform an act, and if upon revocation of the authority the agent will be by law exposed to loss or suffering, the authority cannot be revoked.’

16

(b) Termination by operation of law ?

Op of law term- indepednntly of any act/desire or consent of parties how does agency rels come to end
Obvs

17

death?

Death- if 1 parties died partic p that will bring to end as a as no one to act for. This can be awkward if as the agent u have not been paid ur comm are us till entitled to it where u have eprofmed partic acts and ur p no longer there to rem u-

18

death case?

Campanari v Woodburn (1854) 15 CB 400: C to sell W’s picture, and receive £100. Picture sold after W’s death, was C still entitled to commission?

-

19

camparani case in my words?

u- campanari- eman to sell makes best efforts to sell and only maanegd to sell when died, no aware p died, so by goes round to claim persmission, he aint ther, can he claim?, no this was sit where agents auth had been revoked by act of god, noones fault therefore cant be held acoutnable for comm- baskind make distin btw dissolution and bakrup as term acts by op of law- textbook put together, soe.g our p or a is a business that’s through partnership/company and that entity is dissolved, does that a rels come to end, is that a rels terminated by op of law if 1 of the parties busieness entites is dissolved effectively, short answr yes the agency rel will come to end. Histrociall y tend be distinc btw is it the p dissolved or is it agetns dissolved but increasingly rh assumption orbeleif where 1 parties busiens entity been dissolved where cant carry on business before they effectively cease business ceased trading then agency rels term operation fo law without consciously terminating

20

dissolution?

-likewise if ur p becomes bankrupt or insolvent does the a rels come to end, so with diss, dissolution is cese trading, ppl can cease trading even if not broke necc whereas bank rp insolvency if our p /agent are in postio where finacialy unable to pay debts keep going, can u say term by op of law and short answer is – yes does come to end cos p cant do nothing restricting on fincial abilities. If it’s a insovleny- if clear agent cant continue and typical cant so if so then will come to end.

21

mental incapacity and case?

mental incapacity
Drew v Nunn (1879) 4 QBD 661: ‘where such a change occurs as to [P] that he can no longer act for himself, the agent whom he has appointed can no longer act for him’

22

- mental incapacity and case? in my words?

mentally incapacity?- drew v nunn –controversial deci- mr nunn while hwas still in full control fo fac allowed goods to buy wife o credit frew from mr drew, she was eventualy hospitalised, mental hos he, while wife continued to enter contracrs, he argued wife had pledged him when he was contract, he was no tbound , cos point when ill wife should have stop it term, 2 strands, 1 appointef for yes willing to accept whatever auth wife had before came ill was term ocne became ill term when came clear couldn’t act for self then she couldn’t act fr him. – mr nun still liable on basis she had not lost her apparent auth, so basis of actual auth terminated by law she lost actual auth she wasn’t bound but far cour concerned while he was hil she didn’t ose apparent mental didn’t affect, bc surely he would held out wife auth to act for hm, so bound to pay not actual auth but not apparent auth , that continued.- messy

23

frustration & case ?Marshall v Glanvill [1917] 2 KB 87

- Agency rel come to end by op law furstion- where a frusted event occurs make the erofrmance of that contract imposs.so what kind of act takes performance of contract out of ahnds of parties. Frustration has arisen- marshal- mr marshall appojted as rep of mr glanvil busiens in west midlands, puled up fro mil services, the judgement isn’t ta clear about this but clearly this was during 1st world war so dotn refer dricel to war, but rusting event contract could noo longer be , terminate dcompletele.

24

Effects of termination?

How term effects right sof parties

25

Does A’s authority come to a complete end?

e.g. 3rd party unaware of revocation: Trueman v Loder (1840) 11 Ad&E 589- so if I revoked auth toa ct as my a and 3rd parties deal with him not knowing I revoked auth, am I stil bound as principle by those partic agreements and those

e.g. regarding collection of payments due to P: Bailey v Angove’s Pty Ltd [2016]

26

what happened in trueman?

what happen in trueman – that a auth was revoked del with 3r d parties as still p agent, and when p didn’t honour those contact, the 3rd aprties came after p to say that we though a was still a had no knwoeldeg of that revoke, p was obliged to honour that contracgt liable to any 3rd parties unaware of revoke.- agent doesn’t have any direct liab to those 3rd parties but the p may have some claim against thm. Has to honour but may have some recourse of a for continueing to act on his auth that ahd been revoked.
Baileys-

27

what happened in baileys?

Baileys- Australian wine maker appointing a party or agent d in uk and this d was going to be apry responsibkes elling wines I uk. And oenfothe clauses of contract if the agent went into insoveny that then rel term- d went into liquid – d notice by p no longer agent we are revoking ur atuth, but after auth revoked and ebfore received comm some of the customer who were in uk invoiced by d already went and paid money to d, invoice outstanding were paid to agent after auth ahd aended, so clearly byanow agent had lost auth the 3rd pary had made those payments in good faith, coming abck to ur q, does th p ahv any recourse agisnt agent for contiture collect moneya fter auth came to end? So this was dispute btw p and bailey the liquid for the company bc if r the p what do u want happen to money ? – paid to agent no logner agent want the money back? Abck in full , if ur the company and ur broke ho much money do u realistically have, what do u think happened to that 100,000 , so acutlaly gone into big pot made to help pay everything a owes. So effectively case tussle, al wec ano do hang onto money andpay back, probs wont get 10000 u wil get shre fo what paying everyone else. So liquid ..? Angove said no money ned to come abck to us…agent auth is revokeable even when ir- those payments that had been collecte dhad to go back to p 1 pece.

28

- what is a's ability to claim?

-A’s ability to claim: remuneration/compensation/commission

-Rhodes v Forwood (1876) LR 1 App Cas 256
7 year agreement for sale of coal terminated after 4 years, F sued for loss of future commission

-Turner v Goldsmith (1891) 1 QB 544
5 year agreement for sale of shirts ended after 2 years, T sued for loss of commission

29

claims and cases?

-a ability tyo calim –rem etc- so alsy week talked agents right tog et paid, if a auth if terminated how going toa ffect a right to income- these two cases good e.g of it. A entered fixed period, end prematurely

Rhodes- a want to claim comm lost for remaining 3 yrs u want, bc lost through no right of own. Her eparties enter in agrememtn for Rhodes to sell coal and everntually sod after 4 yr swhich means mr forrwoof lose ans sues for remain- court said no expressed or I, term to btw parties that mr forward was going tog et comm for remaining time. Ned to make sure ahev exppressil I appgramment that makes u edpressd implied.

Turner v goldsmith- tuner was succesufl- hea hd been hired by goldsmith tosell etc, sadly the factory burnt down mr goldsmith didn’t revie busiens, tu sued still remaining, was successful court held it could be diff bc no expectaito all shirts were goin to come from that factory. Ther fore mr turner entiled . Could ha done auth factories

30

(c) Termination of commercial agency

Talked about terminationaency common alw perpective – if commercial it can be terminated by 1 of 2 ways either notice or immediate term