| Preface |
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v | |
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xiii | |
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xxxv | |
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1 Agency: A Flexible Institution |
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1 | (14) |
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1 | (1) |
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Definition; a Variable Nexus of Relationships |
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2 | (1) |
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Disclosed and Undisclosed Agency |
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3 | (1) |
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Authority, Consent, and Power: Principles of Attribution |
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4 | (2) |
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6 | (1) |
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Attribution and Legal Personality |
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7 | (1) |
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8 | (2) |
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10 | (1) |
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Intermediaries as Agents or Principals: Optional Relationship Structures |
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11 | (3) |
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Simultaneously Agent and Principal |
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14 | (1) |
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15 | (24) |
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15 | (1) |
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16 | (3) |
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The Commercial Agents (Council Directive) Regulations 1993 |
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19 | (1) |
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The Definition of `Commercial Agent' |
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20 | (8) |
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20 | (1) |
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20 | (2) |
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22 | (1) |
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`Sale or Purchase of Goods' |
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23 | (3) |
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`Negotiate' or `Negotiate and Conclude' |
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26 | (1) |
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`On Behalf of Another Person ("The Principal"), or ... on Behalf of and in the Name of that Principal' |
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27 | (1) |
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No Further Requirement Imposed or Permitted |
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28 | (1) |
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Agents Specifically Excluded from Commercial Agency |
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29 | (1) |
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29 | (1) |
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30 | (6) |
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`Secondary': The Essential Enquiry |
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30 | |
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Indicators of a Paragraph |
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2 | (33) |
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35 | (1) |
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Commercial Agents Presumed to Act as such in a Secondary Capacity |
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36 | (1) |
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36 | (1) |
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Territorial Applicability |
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36 | (3) |
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37 | (1) |
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37 | (1) |
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Commercial Agency in Great Britain but Choice of Law of Another Member State |
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37 | (1) |
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Commercial Agency Outside Great Britain but Choice of English Law |
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38 | (1) |
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39 | (11) |
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Scope of Actual Authority |
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39 | (3) |
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42 | (2) |
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44 | (5) |
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Whether Delegation Authorised |
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44 | (1) |
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Consequences of Authorised Delegation |
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45 | (4) |
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49 | (1) |
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50 | (17) |
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Juridical Nature of Apparent Authority |
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50 | (2) |
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Apparent Authority Within the External Aspect of Agency |
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52 | (1) |
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The Basic Requirements for Apparent Authority |
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52 | (5) |
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A Representation of Authority |
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53 | (1) |
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54 | (3) |
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57 | (1) |
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Representation by or on Behalf of the Principal |
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57 | (7) |
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64 | (3) |
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67 | (18) |
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The Nature of Ratification |
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67 | (1) |
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68 | (2) |
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Ascertainability of the Principal |
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70 | (2) |
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Competence of the Principal |
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72 | (1) |
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Existence of the Principal |
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72 | (1) |
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Knowledge of the Principal |
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73 | (2) |
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How Ratification is Effected |
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75 | (1) |
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The Retrospectivity of Ratification |
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76 | (3) |
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Principal and Third Party |
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77 | (1) |
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77 | (2) |
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79 | (5) |
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Loss of the Right to Ratify |
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84 | (1) |
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85 | (28) |
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85 | (4) |
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89 | (24) |
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The Content of Agents' Fiduciary Obligations |
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90 | (6) |
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Monitoring and Challenging an Agent's Conduct |
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96 | (1) |
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Remedies Arising out of Breach of Fiduciary Obligation |
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97 | (1) |
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Remedies in Respect of the Agency Relationship |
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97 | (1) |
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Remedies in Respect of a Transaction Induced in Breach of Fiduciary Duty |
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98 | (1) |
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Consequential Financial Remedies against the Agent |
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99 | (1) |
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100 | (1) |
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101 | (1) |
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101 | (1) |
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102 | (1) |
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103 | (1) |
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Sale by Agent to Principal |
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103 | (1) |
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104 | (5) |
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Third Party Accessory Liability for Breach of Fiduciary Duty |
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109 | (1) |
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Accessory Liability at Common Law in Tort |
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109 | (1) |
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Accessory Liability in Equity for Assistance |
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110 | (1) |
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Third Party Liability for Receipt |
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111 | (2) |
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7 Mutual Obligations in Commercial Agency |
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113 | (4) |
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The Import of the Obligations |
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113 | (3) |
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116 | (1) |
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8 An Agent's Financial Rights Against the Principal |
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117 | (19) |
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Remuneration: Entitlement and Discretion |
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117 | (1) |
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118 | (5) |
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Entitlement to Earn Commission |
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123 | (3) |
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123 | (1) |
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Implied Terms not to Inhibit the Earning of Remuneration |
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124 | (2) |
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126 | (7) |
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Remuneration by Commission |
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127 | (1) |
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Entitlement to Commission (1): Transactions Concluded during the Agency |
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127 | (2) |
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Entitlement to Commission (2): Transactions Concluded after the Agency |
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129 | (1) |
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129 | (2) |
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131 | (1) |
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When Commission Due and Payable |
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131 | (1) |
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Loss of the Right to Commission |
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131 | (1) |
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132 | (1) |
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133 | (1) |
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133 | (3) |
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136 | (22) |
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Disclosed and Undisclosed Agency |
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136 | (1) |
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Undisclosed Agency, the Doctrine of the Undisclosed Principal, and Commission Agency |
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137 | (1) |
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138 | (3) |
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Contract Between Principal and Third Party; Agent No Standing |
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138 | (1) |
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Contract Attracting Personal Engagement of the Agent |
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139 | (2) |
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141 | (2) |
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The Doctrine of the Undisclosed Principal |
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143 | (8) |
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Origins, Justification, and Theoretical Analysis |
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143 | (2) |
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Exclusion of Undisclosed Agency |
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145 | (2) |
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Insurance Contracts and Undisclosed Agency |
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147 | (2) |
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Protection of the Third Party |
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149 | (2) |
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Discharge of Payment Obligations |
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151 | (2) |
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153 | (1) |
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An Agent's Warranty of Authority |
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154 | (4) |
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158 | (11) |
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An Agent's Liability in Tort |
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158 | (1) |
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A Principal's Personal Liability in Tort |
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159 | (2) |
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Liability of a Principal for the Torts of an Agent |
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161 | (7) |
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161 | (3) |
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Vicarious Liability for Torts of Misstatement |
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164 | (1) |
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165 | (1) |
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Non-Delegable Obligations |
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166 | (1) |
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166 | (2) |
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Primary vs Vicarious Liability |
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168 | (1) |
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11 Termination of Authority |
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169 | (20) |
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Termination of Actual Authority |
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169 | (7) |
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Termination in Accordance with the Agency Agreement |
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169 | (3) |
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Discharge of Agency Contract |
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172 | (1) |
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Revocation and Renunciation of Authority |
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173 | (1) |
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Termination by Operation of Law |
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174 | (1) |
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Lasting Powers of Attorney |
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174 | (2) |
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176 | (1) |
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Termination of Apparent Authority |
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177 | (1) |
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Financial Reparation on Termination of Authority (1): at Common Law |
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178 | (1) |
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Financial Reparation on Termination of Authority (2): Under the Commercial Agents Regulations |
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179 | (10) |
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Commercial Agents' Entitlement to Compensation or Indemnity |
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179 | (1) |
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`Termination of the Agency Contract' |
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180 | (1) |
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181 | (1) |
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182 | (3) |
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When no Entitlement to Compensation or Indemnity |
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185 | (1) |
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185 | (1) |
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186 | (1) |
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187 | (2) |
| Index |
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189 | |