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4.4-11 Termination of Agent’s Apparent Authority

New June 3, 2011

The defendant claims that the apparent authority of <name of agent> to act for the defendant had terminated before <name of agent> entered into the <specify transaction>, which is the basis of the plaintiff’s claim in this case. The defendant has the burden of proving that the apparent authority of <name of agent> had terminated.

To prove that the apparent authority of <name of agent> had terminated, the defendant must prove that the plaintiff had notice that the authority of <name of agent> had terminated or that the agent was no longer authorized to enter into the <specify transaction>.

The plaintiff had notice that the apparent authority of <name of agent> had been terminated if the defendant: <charge the following as applicable:>

  • delivered oral, written or electronic notice to the plaintiff that the <name of agent’s> authority had been terminated. [Additional charge for written or electronic notice: For written or electronic notice to be effective, you must find that it was given to the plaintiff personally or to his place of business or to a place designated by the plaintiff as one in which business communications are received or to a place where the defendant reasonably believed the plaintiff would receive such communications. You must also find that a reasonable time has elapsed between the delivery of the notice and the <specify transaction>.]

  • published notice that <name of agent’s> authority had been terminated by some method reasonably adapted, which could include electronic publication, to give such information to the plaintiff. You must also find that a reasonable time has elapsed between the publication of the notice and the <specify transaction>.

If you find that the defendant notified the plaintiff that (he/she/it) had terminated the <name of agent’s> apparent authority to act on (his/her/its) behalf prior to the <specify transaction>, then you must find that the defendant is not liable to the plaintiff.

Authority

Ackerman v. Sobol Family Partnership, LLP, 298 Conn. 495, 509 (2010); Tomlinson v. Board of Education, 226 Conn. 704, 735 (1993); 1 Restatement (Third) Agency, § 3.11, Reporter’s Notes, comment (a), p. 243 (2006); 1 Restatement (Second), Agency §§ 125, 136 (1958).

Notes

A third method of proving termination of apparent authority, as stated in Tomlinson v. Board of Education, supra, 226 Conn. 735 and Ackerman v. Sobol Family Partnership, LLP, supra, 298 Conn. 509, has been excluded from this charge. The third method, as quoted in those cases, states that termination can occur when “the agent is acting under a basic error as to the facts,” paraphrasing the 1958 Restatement of the Law of Agency, which specified “facts, the failure to reveal which, were the transaction with the principal in person, would be ground for rescission by the principal.” See 1 Restatement (Second), Agency, § 125 (c) (1958). The third method, though, was not at issue in either case, and it was dropped purposefully from the 2006 Restatement of the Law for Agency. The 2006 Restatement explained that the third method involved rescission of a contract and was therefore an issue of contract law rather than agency. 1 Restatement (Third) Agency, § 3.11, Reporter’s Notes, comment (a), p. 243 (2006).

The 2006 Restatement also replaces the variety of ways a third person would have notice of termination with a single standard: “Apparent authority ends when it is no longer reasonable for the third party with whom an agent deals to believe that the agent continues to act with actual authority.” Compare 1 Restatement (Third) Agency, § 3.11 (2) (2006) with 1 Restatement (Second), Agency, § 136 (1958). Nevertheless, the Connecticut Appellate and Supreme Courts have not adopted or addressed this new standard.

If there is an express contractual provision regarding notice, portions of this charge may be irrelevant, and the judge should tailor the charge accordingly.


 

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