MGT 330: Exam 2 Review

Chapters 9, 10, 11, 12, 16, 17, 18

Chapter 9: Contract Formation; Chapter 10: Contract Performance, Breach and Remedies Chapter 11: Sales, Leases, and E-Contracts 1. Know the types of contracts
a) Bilateral- a promise for a promise b) Unilateral- a promise for an act -the contract is formed when the act is performed -ex. If your drive my car from NY to LA I will give you $1,000 -contests, lotteries, and other competitions offering prizes are examples c) Express- terms spelled out verbally or in writing -ex. a signed lease for an apartment or house d) Implied-in-fact- implied from the conduct of the parties; actions versus words -for an implied-in-fact contract to arise, certain requirements must be met I. The plaintiff furnished some service or property II. The plaintiff expected to be paid for that service or property, and the defendant knew that payment was expected (by using objective theory of contracts) III. The defendant had a chance to reject the services or property and did not -ex. you drop your income tax forms off at an accountants office. Accountant expects you to pay the normal fee for doing taxes. e) Quasi Contract- usually imposed to avoid unjust enrichment of one party at the expense of another. -ex. the aluminum siding of someones house f) Executory/Executed- an executed contract is a contract that has been fully performed. An executory contract is a contract that has not yet been performed

g) Void- no contract exists, or there is a contract without legal obligations. A contract can be void because one of the parties was previously determined by a court to be legally insane or because of contract being illegal. h) Voidable- is a valid contract but one that can be avoided at the option of one or both of the parties. Contracts entered into by minors are voidable at the option of the minor. Contracts entered into under fraudulent conditions are voidable at the option of defrauded party. Contracts entered into under duress or undue influence also. i) Unenforceable- a valid contract rendered unenforceable by some statute or law

2. Click-on Agreement
-an agreement when a buyer, engaging in a transaction on the computer, indicates his assent to be bound by the terms of an offer by clicking on a button that says, I agree.

3. Consideration
-what is and what is not -Consideration is the value given in exchange for a promise. A contract cant be formed without sufficient consideration -Consideration is broken down into two parts: 1. something of legally sufficient value must be given in exchange for the promise. This may consist of a promise, an act, or a forbearance 2. there must be a bargained-for exchange -Agreements that lack consideration: 1. preexisting duty: consideration is not legally sufficient if one is, either by law or by contract, under a preexisting duty to perform the action. Ex. a sheriff collecting a reward for providing info leading to the capture of a criminal 2. past consideration: actions or events that have already taken place do not constitute legally sufficient consideration

4. Promissory Estoppel
-a person who has reasonably and substantially relied on the promise of another may be able to obtain some measure of recovery. This doctrine is applied in a wide variety of

contexts in which a promise is otherwise unenforceable. A court may enforce an otherwise unenforceable promise to avoid the injustice that would otherwise result -There are four elements required: I. II. III. IV. There must be a clear and definite promise The promisee must justifiably rely on the promise The reliance normally must be of a substantial and definite character Justice will be better served by the enforcement of the promise

-Ex. your uncle tells you I will pay you $350/week so you wont have to work anymore. So you quit your job, and your uncle doesnt pay.

5. Elements of a Contract
A. Agreement- an agreement to form a contract includes an offer and acceptance. One party must offer to enter a legal agreement and another party must accept the terms of the offer Offer 1) Partiesofferor and offeree (the one the offer is made to) 2) Intent vs. Negotiation -objective standardreasonable person -1st requirement for an effective offer is a serious intent by offeror -2nd requirement for an effective offer involves the definiteness of its terms a) the i.d. of the parties b) the i.d. of object or subject matter of contract; including work to be performed c) consideration to be paid d) time of payment, delivery, and performance -3rd requirement for effective offer is communication of the offer to the offeree, resulting in the offerees knowledge of the offer 3) Termination of the offer: -by action of the parties--counteroffer may be posed -by operation of lawan offer can terminate by (a) lapse of time; (b) the destruction of the subject matter; (c) death or incompetence of the parties; (d) supervening illegality Acceptance

-is a voluntary act by the offeree that shows assent to the terms of the offer. It must be communicated to the offeror. There must be unequivocal acceptance. This is the mirror image rule, if acceptance is subject to new conditions or if the terms of acceptance change the original offer, it will be deemed a counteroffer. B. Capacity- is the legal ability to enter into a contractual relationship -Contract can be voidable based on intoxication, minors, and temporarily insane -Disaffirmance is the legal avoidance of a contractual obligation C. Consideration (above) D. Legality- contract must be formed for a legal purpose for it to be valid and enforceable. A contract to do something that is prohibited by federal or state statutory law is illegal and is void from the outset 1) Contracts contrary to public policy -contracts in restraint of trade, or anticompetitive agreements are generally unenforceable -unreasonable covenant not to compete is a contractual promise of one party to refrain from conducting business similar to that of another party for a certain period of time and within a specified geographic area, with unreasonable terms 2) Contracts contrary to statute -gambling contracts that go against state statutes -contracts entered into with unlicensed persons are not enforceable unless the underlying purpose of the licensing statute is to raise government revenues -an exculpatory clause releases a party from liability in the event of monetary or physical injury, no matter who is at fault

6. Firm Offer 9, 10, 11

-An offer (by a merchant) that is irrevocable without consideration for a stated period of time. Firm offers must be in writing and must be signed by the offeror.

7. Statute of Frauds 9, 10, 11

-A state statute under which certain types of contracts must be in writing to be enforceable -Contracts that must be in writing: 1. contracts that involve interests in land 2. contracts that cannot by their terms be performed within one year from the day after the date of formation 3. collateral contracts, such as promises to answer for the debt or duty of another 4. promises made in consideration of marriage (prenuptial agreements) 5. contracts for the sale of goods priced at $500 or more -Statute of Frauds Requirements: a) Contract Law: all material terms must be included in the writing b) Sales Law: writing is required for sale of goods priced at $500 or more, but contract is not enforceable beyond quantity specified. Merchants can satisfy the writing requirement by a confirmatory memo evidencing their agreement. -Exceptions: o Specially manufactured goods o Admissions by party against whom enforcement is sought o Partial performance

8. Mail Box Rule 9

-A rule providing the acceptance of an offer becomes effective on dispatch (on being placed in an official mailbox) if mail is impliedly or expressly an authorized means of communication of acceptance to the offer -Rule was created to prevent the confusion that arises when an offeror sends a letter of revocation, but, before it arrives, the offeree sends a letter of acceptance

9. Parole Evidence Rule

-Get verbal promises put into written contract; only applies to sale of goods
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-ex. from class, salesman promising if you buy a car and it breaks down first month they will fix it for free. When it breaks down and you bring it in, they say, where is it in the contract?

10. Shrink Wrap Agreements 9, 10, 11 -An agreement between a manufacturer and user where the terms are expressed inside
a box in which the computer hardware or software is packaged

11. Puffery 9, 11
-A salespersons exaggerated claims concerning the quality of property offered for sale. Such claims involve opinion rather than facts and are not considered to be legally binding promises or warranties

12. Specific Performance 10

-An equitable remedy requiring exactly the performance that was specified in the contract -Normally the parties specific performance will not be granted unless the partys legal remedy (monetary damages) is inadequate. Contracts for the sale of goods rarely qualify for specific performance -Only if the goods are unique will a court grant specific performance; ex. sculptures, rare books or coins, and paintings -Legal remedy for breach of land sales contract is inadequate because every parcel of land is considered unique. Only when specific performance is unavailable will monetary damages be awarded instead. (such as land being sold to someone else) -Contracts for personal services are normally refused by courts because it involves services against someones will and amounts to some type of servitude (slavery).

13. Contract Defenses 10

1. Mistakes -Unilateral mistakegenerally mistaken party is bound by contract unless (1) the other party knows of the mistake (2) the mistake is an inadvertent mathematical error -Bilateral mistakeboth parties are mistaken about the same material fact, such as identity, either party can void the contract
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2. Fraudulent misrepresentation- usually innocent party can enforce or avoid the contract. For damages, innocent party must suffer an injury. When innocent misrepresentation occurs, the contract may be canceled; requirements a) Misrepresentation; b)material fact; c)justifiable reliance; d)damages; e)scienter (intent) 3. Undue Influence -Arises from special kinds of relationships in which one party can greatly influence the other party, overcoming the partys free will 4. Duress -Tactic of forcing a party to enter a contract under the fear of a threat; the threat of civil action not included 5. Innocent misrepresentation; requirements a) Misrepresentation; b) material fact; c) justifiable reliance; d) damages

14. Option
-ex. from class, if I am selling a horse to someone for $400; and the other person wants to buy the horse but has to find a place to board the horse. The person gives me $25 to hold the sale of the horse, makes the offer firm, and I am not allowed to sell the horse to somebody else

Chapter 12- Strict Liability and Product Liability 1. Fraud -When a fraudulent misrepresentation has been made to a user or consumer, and that
misrepresentation ultimately results in an injury, the basis of liability may be the tort of fraud. For example, the intentional mislabeling of packaged cosmetics or the intentional concealment of a products defects would constitute fraudulent misrepresentation.

2. Caveat Emptor
-Let the buyer beware

3. Warranties 3 types available in Art. 2 of UCC; 11, 12

-a warranty is an assurance by one party of the existence of a fact on which the other party can rely; the types of warranties are warranties of title, express warranties, and implied warranties

1) Express Warrantiesan express warranty arises under the UCC when a seller or lessor indicates, as part of the basis of the bargain, that the goods conform to any of the following: a. An affirmation or promise of fact b. A description of the goods c. A sample shown to the buyer or lessee 2) Implied Warranties a. The implied warranty of merchantability automatically arises when the seller or lessor is a merchant who deals in the kind of goods sold or leased. The seller or lessor warrants that the goods sold or leased are of proper quality, are properly labeled, and are reasonably fit for the ordinary purposes for which such goods are used b. The implied warranty of fitness for a particular purpose arises when the buyers or lessees purpose or use is expressly or impliedly known by the seller or lessor and the buyer or lessee purchases or leases the goods in reliance on the sellers or lessors selection 3) Title Warrantiesthe seller or lessor automatically warrants that he or she has good title, and that there are no liens or infringements on the property being sold or lease

4. Statute of Repose
-The statute of limitations within which a plaintiff must file their product liability lawsuit. It is a statute that clocks how long you have to sue for defective product. In N.C., it is within 12 years of purchase.

5. Strict Product Liability

-Requirements (6) I. II. III. IV. V. VI. The defendant must sell the product in a defective condition The defendant must normally be engaged in the business of selling that product The product must be unreasonably dangerous to the user or consumer because of its defective condition The plaintiff must incur physical harm to self or property by use or consumption of the product The defective condition must be the proximate cause of the injury or damage The goods must not have been substantially changed from the time the product was sold to the time the injury was sustained

-Strict Product LiabilityProduct defects (3) I. II. III. In its manufacture In its design By including inadequate warnings or instructions

6.Defenses to Product Liability

Assumption of Riskthe user or consumer knew of the risk of harm and voluntarily assumed it. Product misuse is a similar defense in which the manufacturer claims that the user or consumer misused the product in an unintended way, but the courts have severely limited this defense Comparative negligence and liabilityliability may be distributed between the plaintiff and the defendant under the doctrine of comparative negligence if the plaintiffs misuse of the product contributed to the risk of injury Commonly known dangersif a defendant succeeds in convincing the court that a plaintiffs injury resulted from a commonly known danger, such as the danger associated with using a sharp knife, the defendant will not be liable Knowledgeable userwhen a particular danger is commonly known by a certain group of users of a product, the manufacturer need not ward these users of the danger Other defensesa defendant can also defend against a product liability claim by showing that there is no basis for the plaintiffs claim ( that the plaintiff has not met the requirements for an action in negligence or strict liability) or that the claim is barred by a statute of limitation or repose

Chapter 16- Agency

-an agency relationship is one between two parties, called the agent and principal. The principal has the right to control the agents conduct in matters entrusted to the agent, and the agent must exercise his or her powers for the benefit of the principal only.

1. Covenant not to compete -A contractual promise of one party to refrain from conducting business similar to that
of another party for a certain period of time and within a specified geographic area

2. Detour or Frolic Test

-If a servant merely took a detour from his masters business, the master will be responsible. If, however, the servant was on a frolic of his own and not in any way on his masters business the master will not be liable
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3. Employee vs. Independent Contractor

-Biggest difference between the two is CONTROL by the employer -Employers are required to pay certain taxes, such as Social Security and unemployment taxes, for employees but not for independent contractors -Those who hire independent contractors do so in an effort to avoid liability for negligence

-Criteria used by the Courts: How much control can the employer exercise over the details of the work? (Control indicates employee status) Is the worker engaged in an occupation or business distinct from that of the employer? (Indicates independent contractor status) Is the work usually done by the employers direction or by a specialist without supervision? (Under employers control indicates employee status) Does the employer supply the tools at the place of work? (employee status) For how long is the person employed? (a long time indicates employee status) What is the method of payment? (such as once every two weeks, employee)

4. Contract liability of Principal Agent-Disclosed/Partially Disclosed/Undisclosed

-Liability for contracts formed by an agent depends on how the principal is classified and on whether the actions of the agent were authorized or unauthorized -A disclosed principal is a principal whose identity is known by the third party at the time the contract is made by the agent -if the principal is disclosed, an agent has no contractual liability for the nonperformance of the principal or the third party -A partially disclosed principal is a principal whose identity is not known by the third party, but the third party knows that the agent is or may be acting for a principal at the time the contract is made. -if the principal is partially disclosed, in most states the agent is also treated as a party to the contract, and the third party can hold the agent liable for contractual nonperformance

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-An undisclosed principal is a principal whose identity is totally unknown by the third party, and the third party has no knowledge that the agent is acting in an agency capacity at the time the contract is made

5. Employment at Will and exceptions -A common law doctrine under which either party may terminate an employment
relationship at any time for any reason, unless a contract specifies otherwise

-3 exceptions:
a) Contract Theory- an implied employment contract exists between an employer and employee, at times. If an employee is fired outside the terms of the implied contract, he or she may succeed in an action for breach of contract even though no written employments contract exists. b) Tort Theory- in few situations the discharge of an employee may give rise to an action for wrongful discharge (an employers termination of an employees employment in violation of the law) under tort theories c) Public Policy- courts may apply this exception when an employer fires a worker for reasons that violate a fundamental public policy of the jurisdiction; courts require that the public policy involved be expressed clearly in the statutory law governing the jurisdiction -sometimes an employer will direct employees to perform an illegal act and fire them if they refuse to do so. At other times, an employer will fire or discipline employees who blow the whistle (whistleblowing) on the employers wrongdoing. Most states have enacted whistleblowing statutes to protect against retaliation.

6. Negligence-elements, Negligent hiring and retention -Elements of negligent hiring and negligent retention is to employ incompetent or
otherwise unfit employee that commits a tort on plaintiff causing the injury and the employer knew that the employee was unfit

-Respondeat Superior- a Latin term meaning let the master respond. Is a doctrine
under which a principal or an employer is held liable for the wrongful acts committed by agents or employees while acting within the course and scope of their agency or

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employment. When in question (as to within or not within scope of employment) use the detour and frolic test. -Liability for independent contractor. General rule is the Principal not liable for torts of independent contractor; exception in ultra-hazardous activity. This is because the employer does not have the right to control the details of an independent contractor. -Liability for Agents intentional torts. Most of them have no relation to their employment; thus, their employers will not be held liable, unless within the scope of employment -Liability for Agents Crimes. An agent is liable for his or her own crimes

7. Principal/Agent Authority; 3 types

-An agents actual authority can be express or implied I. Express Authority- authority declared in clear, direct, and definite terms; can be given orally or written. Equal dignity rule states that express authority must be in writing if the contract was required to be in writing Implied Authority- an agent does what is reasonably necessary to carry out the express authority and accomplish the objectives of the agency. Ex. a store manager carrying out duty to run store, despite no actual expressed authority Apparent Authority- an agent has this when the principal, by words or actions, causes a third party reasonably to believe that an agent has authority to act, even though the agent has no express or implied authority. Ex. from class, the VP of a Bank acting on behalf of the Bank Manager for a period of time, without objection from bank manager

II.

III.

Chapter 17- Employment, Immigration, and Labor Law 1. Workers Compensation- basic/NC/3 types of damages/when does it apply/to whom
-Workers Compensation laws establish an administrative procedure for compensating workers injured on the job. Instead of suing, an injured worker files a claim with the administrative agency or board that administers local workers compensation claims. -Usually the statutes allow employers to purchase insurance from a private insurer or a state fund to pay workers compensation benefits -Requirements for receiving Workers Compensation. The ability to recover benefits is predicated wholly on the existence of an employment relationship and the fact that the

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injury was accidental and occurred on the job or in the course of employment. If the employee was going to or from work, it would not be considered on the job. -Three types of Damages. (1) medical bills (2) loss of body part (3) time away from work

2. Affirmative Action
-Job-hiring policies that give special consideration to members of protected classes in an effort to overcome present effects of past discrimination

3. Closed Shop, Union Shop, Right to Work -A closed shop requires union membership as a condition of employment; this was
made illegal by the LMRA of 1947. A union shop does not require membership as a prerequisite for employment but can require that workers join the union after a specified amount of time on the job. The act also allowed individual states to pass their own right-to-work laws, which make it illegal for union membership to be required for continued employment in any establishment.

4. Collective Bargaining Agreement

-The process by which labor and management negotiate the terms and conditions of employment (such as wages, benefits, and working conditions). The central legal right of a labor union is to engage in collective bargaining on the members behalf

5. Family Medical Leave Act (FMLA)

-The Family Medical Leave Act of 1993 requires employers with 50 or more employees to provide their employees (except for key employees) with up to 12 weeks of unpaid family or medical leave during any 12-month period for the following reasons: Family leaveis taken after birth, adoption, or foster-care placement of child Medical leavemay be taken when the employee or the employees spouse, child, or parent has a serious health condition requiring care -The employer must continue the workers health-care coverage and guarantee employment in the same position or a comparable position when the employee returns to work. However, FMLA allows the employer to avoid reinstating a key employee defined as an employee whose pay falls within the top 10% of the firms workforce. Act does not apply to part-time or newly hired employees (those who have worked for less than one year).

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-Violations of the FMLA. An employer that violates the FMLA may be held liable for damages to compensate an employee for unpaid wages, lost benefits, denied compensation, and actual monetary losses up to an amount equivalent to the employees wages for 12 weeks.

6. National Labor Relations Board- 3 main functions -To ensure that employees rights would be protected, the NLRA established the NLRB.
It has the authority to investigate employees charges of unfair labor practices and to file complaints against employers in response to these charges -3 Main Functions. (1) conduct union elections; (2) investigates unfair labor practices (of both unions and employers; (3)determines collective bargaining units

7. National Labor Relations Act of 1935 (NLRA)/Wagner

-Established the rights of employees to engage in collective bargaining and to strike; also defined specific employer practices as unfair to labor. The NLRB was established to administer and enforce the act

8. Steps in Union Elections -The first step in forming a union it to have the workers sign authorization cards. If a
majority of the workers sign them, the union organizers present the cards to the employer and ask for formal recognition of the union. If the employer refuses to voluntarily recognize the union after a majority of the workers sign authorization cards the union organizers can present the cards to the NLRB with a petition for an election. For an election to be held, the unionizers must demonstrate that at least 30% of the workers to be represented support a union or an election on unionization The NLRB supervises the election and ensures secret voting If the proposed union receives majority support, the NLRB certifies the union The proposed union must represent an appropriate bargaining unit; not every group of workers can form a single union One key requirement of an appropriate bargaining unit is a mutuality of interest among all the workers to be represented; grouped by similarity of jobs

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Chapter 18- Employment Discrimination 1. Age Discrimination in Employment Act of 1967

-Prohibits employment discrimination on the basis of age against individuals 42+. Procedures for bringing a case under the ADEA are similar to those under Title VII -Prohibits mandatory retirement for non-managerial workers; for act to apply, employer must have at least 20 employees, and employers business activities must affect interstate commerce

2. Americans with Disabilities Act of 1990-titles and defenses/who protected/when does it apply/what is not protected
-Prohibits employment discrimination against persons with disabilities who are otherwise qualified to perform the essential functions of the jobs for which they apply A. Procedures and Remedies- to prevail on a claim under the ADA, the plaintiff must show that he has a disability, is otherwise qualified for the employment in question, and was excluded from employment solely because of the disability B. Reasonable Accommodation- employers are required to reasonably accommodate the needs of persons with disabilities. Reasonable accommodations may include altering job application procedures, modifying the physical work environment, and permitting more flexible work schedules -Protected disabilities. Drug addiction, alcoholism, blindness, heart disease, cancer, muscular dystrophy, cerebral palsy, paraplegia, AIDS, diabetes, HIV, and morbid obesity -Excluded disabilities. Kleptomania, myopia (near-sightedness), carpal tunnel syndrome, bipolar disorder, epilepsy; these and other such conditions do not fall under the ADAs protections if the conditions can be corrected. The determination of whether a person is substantially limited in a major life activity is based on how the person functions when taking medication or using corrective devices, not on how the person functions without these measures.

3. Lilly Ledbetter Act

4. Civil Rights Act of 1964- Title VII- protections

-Prohibits employment discrimination based on race, color, national origin, religion, or gender

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A. Procedures- employees must file a claim with the EEOC, the EEOC may sue the employer on the employees behalf, or the employee may sue the employer directly B. Types of discrimination- prohibits both intentional (disparate-treatment) and unintentional (disparate-impact) discrimination. C. Remedies for discrimination- if a plaintiff proves that unlawful discrimination occurred, he or she may be awarded reinstatement, back pay, and retroactive promotions. Damages (both compensatory and punitive) may be awarded for intentional discrimination

5. Civil Rights Act of 1991

-Provides that Title VII applies extraterritorially to all U.S. employees working for U.S. employers abroad

6. Gender discrimination- elements to prove

-Employers are prohibited from classifying jobs as male or female and from advertising in help-wanted columns that are designated male or female -To succeed in a suit for gender discrimination, a plaintiff must demonstrate that gender was a determining factor in the employers decision to hire, fire, or promote him or her; such as: Employers having gender-based wage discrimination; it is the job content rather than the job description that controls in all cases; The Equal Pay Act of 1963 amended the Fair Labor Standards Act of 1938, prohibiting employers from gender-based wage discrimination Women affected by pregnancy, childbirth, or related medical conditions must be treated the same as other persons; The Pregnancy Discrimination Act of 1978 amended Title VII, expanded the definition of gender discrimination to include discrimination based on pregnancy

7.Disparate Impact/Disparate Treatment

-Disparate impact discrimination occurs when a protected group of people is adversely affected by an employers practices, procedures, or tests, even though they do not appear to be discriminatory -Disparate treatment discrimination occurs when an employer intentionally discriminates against employees who are members of protected classes; ex. from book a
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woman seeking a job in construction, the woman then must prove the intentional discrimination from the employer

8. Equal Employment Opportunity Commission (EEOC) -A victim of alleged discrimination first must file a claim before bringing a suit. EEOC
investigates the suit and tries to settle out of court. If voluntary agreement cant be reached, the EEOC may then file a suit against the employer on the employees behalf. Victim can also bring their own suit against the employer if the EEOC does not investigate. Generally it only investigates priority cases.

9. Protected Classes
-A group of persons protected by specific laws because of the groups defining characteristics. Under laws prohibiting employment discrimination, these characteristics include race, color, religion, national origin, gender, age, and disability

10. Title VII- # of employees required, protected classes, amendments in Title VII action, violations, and defenses
-Title VII applies to employers with 15+ employees, labor unions with 15+ members, labor unions that operate hiring halls, employment agencies, and state and local governing units

11. Sexual Harassment Types/ Same Sex -2 types:

i. Quid pro quo- latin phrase meaning something in exchange for something else. Occurs when sexual favors are demanded in return for job opportunities, promotions, salary increases, etc. Hostile environment harassment- occurs when the workplace is permeated with discriminatory intimidation, ridicule, and insult, that is sufficiently severe or pervasive to alter the conditions of the victims employment and create an abusive working environment

ii.

-Title VII protection does extend to situations in which individuals are harassed by members of the same gender. However, it can be difficult to prove that the harassment in same-gender harassment cases is based on sex.

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ESSAYS Fraud - elements NLRB functions Employee versus independent contractor Contract Elements and defenses Shrink Wrap agreement ADEA basics Right to Work/ Closed Shop/ Union Shop- which is NC Workers Compensation- (including NC specifics)/ when does WC apply and to whom and why/ damages available/ employer cannot fire for employee filing for WC (against public policy)/give up right to sue/ purpose of WC and who is protected Employee at Will including NCs public policy exception to at will rule (Coman handout) Statute of Frauds Negligent hiring and retention Strict product liability elements Respondeat Superior Civil Rights Act of 1964- Title VII basics Article II Warranties under the UCC Contracting with a minor Statute of Repose Union Certification Collective Bargaining agreement ADA basics Principal/ Agent Authority Parol evidence rule
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