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4.4-5 Capacity to Contract - Actual or Implied Authority 

New March 5, 2010

The defendant <name of principal> claims that (he/she/it) is not liable to the plaintiff for <specify transaction> because <name of agent> did not have the authority to enter into <specify transaction> that is the basis of the plaintiff=s claim against the defendant. The acts of an agent may impose liability on a principal for a transaction either because the principal expressly gave the agent authority to bind (him/her/it) by (his/her/its) actions or because the authority of the agent to do so may be implied from the circumstances. It is up to you to decide whether <name of agent> had either express or implied authority to bind the defendant in the <specify transaction>. 

If you find from the evidence that the defendant expressly gave <name of agent> authority to bind (him/her/it) in the <specify transaction>, then the defendant is liable to the plaintiff for <specify transaction>. 

If you do not find that the defendant expressly authorized <name of agent> to bind (him/her/it) in the <specify transaction>, you still must decide whether <name of agent> had implied authority to do so.  The law presumes that a principal intends (his/her/its) agent to have the powers reasonably necessary to carry out the principal=s expressed purposes. 

The question of what is reasonably necessary to carry out the principal=s expressed purposes is a question of fact for you to decide.  In deciding whether <name of agent> had the implied authority to bind the defendant in the <specify transaction>, you must consider all the circumstances of <name of agent=s> relationship with the defendant [including business or industry customs].  You may make reasonable and logical deductions or inferences from the evidence of the acts and statements of the defendant and <name of agent> in deciding whether <name of agent> had implied authority to bind the defendant in the <specify transaction>. 

If you find that <name of agent> had the implied authority to bind the defendant, then the defendant is liable to the plaintiff for <name of agent=s> acts in the <specify transaction>.           

Authority 

Connecticut National Bank v. Giacomi, 242 Conn. 17, 70 (1997); Czarnecki v. Plastics Liquidating Co., 179 Conn. 261, 268 (1979); Fireman=s Fund Indemnity Co. v. Longshore Beach & Country Club, Inc., 127 Conn. 493, 498 (1941); Ackerson v. Erwin M. Jennings Co., 107 Conn. 393, 397-98 (1928); 3 Am. Jur. 2d, Agency ' 70 (2002). 

Notes 

A reference to business or industry customs will be appropriate if evidence of such customs has been admitted.
 


 

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