Title 28, Title 28

Every agent has the authority as described by Title 30, chapter 11, parts 5 and 6, and this chapter unless specially deprived of that authority by the agent's principal and has even then the statutorily described authority ostensibly except as to persons who have actual or constr…

An agent has authority to: (1) do everything necessary and proper and usual, in the ordinary course of business, for effecting the purpose of the agency; and (2) make a representation respecting any matter of fact, except the terms of the agent's authority, upon which the right t…

When an authority is given partly in general and partly in specific terms, the general authority gives no higher powers than those specifically mentioned.

An authority expressed in general terms, however broad, does not authorize an agent to: (1) act in the agent's own name unless it is the usual course of business to do so; (2) define the scope of the agency; or (3) do any act that a trustee is forbidden to do by Title 72, chapter…

An agent has power to disobey instructions in dealing with the subject of the agency in cases in which it is clearly for the interest of the agent's principal that the agent should do so and there is insufficient time to communicate with the principal.

An agent can never have authority, either actual or ostensible, to do an act that is and is known or suspected by the person with whom the agent deals to be a fraud upon the principal.

An authority to sell personal property includes authority to warrant the title of the principal and the quantity and quality of the property.

An authority to sell and convey real property includes authority to give the usual covenants of warranty.

A general agent to sell who is entrusted by the principal with the possession of the thing sold has authority to receive the price. A special agent to sell has authority to receive the price on delivery of the thing sold, but not afterwards.

An agent, unless specially forbidden by the principal to do so, can delegate the agent's powers to another person in any of the following cases and in no others: (1) when the act to be done is purely mechanical; (2) when the agent cannot and the subagent can lawfully perform the …

If an agent employs a subagent without authority, the agent is a principal and the subagent is the agent's agent and the principal of the agent has no connection with the subagent. A mere agent of an agent is not responsible as such to the principal of the agent.

A subagent lawfully appointed represents the principal in like manner with the original agent, and the original agent is not responsible to third persons for the acts of the subagent.

An agent represents the agent's principal for all purposes within the scope of the agent's actual or ostensible authority, and all the rights and liabilities that would accrue to the agent from transactions within that limit, if the transactions had been entered into on the agent…

(1) Unless required by or under the authority of law to employ that particular agent, a principal is responsible to third persons for the negligence of the principal's agent in the transaction of the business of the agency, including wrongful acts committed by the agent in and as…

An instrument within the scope of an agent's authority by which an agent intends to bind the agent's principal does bind the principal if that intent is plainly inferable from the instrument itself.

As against a principal, both principal and agent are deemed to have notice of whatever either has notice of and ought, in good faith and the exercise of ordinary care and diligence, to communicate to the other.

When an agent exceeds the agent's authority, the agent's principal is bound by the agent's authorized acts only so far as the authorized acts can be plainly separated from those that are unauthorized.

A principal is bound by acts of the principal's agent under a merely ostensible authority to those persons only who have in good faith and without ordinary negligence incurred a liability or parted with value upon the faith of the authority.

A principal is bound by an incomplete execution of an authority when it is consistent with the whole purpose and scope thereof, but not otherwise.

A person who deals with an agent without knowing or having reason to believe that the agent acts as an agent in the transaction may set off against any claim of the principal arising out of the transaction all claims that the person might have set off against the agent before not…

If exclusive credit is given to an agent by the person dealing with the agent, the agent's principal is exonerated by payment or other satisfaction made by the principal to the agent in good faith before receiving notice of the creditor's election to hold the principal responsibl…

A person who assumes to act as an agent warrants to all who deal with the person in that capacity that the person has the authority that the person assumes.

A person who assumes to act as an agent is responsible to third persons as a principal for acts in the course of the agency in any of the following cases and in no other: (1) when, with the agent's consent, credit is given to the agent personally in a transaction; (2) when the ag…

If an agent receives anything for the benefit of the agent's principal that another person is entitled to possess, the agent shall, on demand, surrender it to the person, or so much of it as the agent has under the agent's control at the time of demand, on being indemnified for a…

The provisions of this part are subject to the provisions of chapter 2, part 2; 28-10-104; and Title 41, chapter 1.

An agency is terminated as to every person having notice of the termination by: (1) the expiration of the agency's term; (2) the extinction of the agency' subject; (3) the death of the agent; (4) the agent's renunciation of the agency; or (5) the incapacity of the agent to act as…

Unless the power of the agent is coupled with an interest in the subject of the agency, the agency is terminated as to every person having notice of the termination by: (1) its revocation by the principal; (2) the principal's death; or (3) the principal's incapacity to contract.

A guaranty is a promise to answer for the debt, default, or miscarriage of another person.

A person may become guarantor even without the knowledge or consent of the principal.

When a guaranty is entered into at the same time with the original obligation or with the acceptance of the original obligation by the person making the guaranty and forms with that original obligation a part of the consideration to the person, no other consideration need exist. …

Except as prescribed by 28-11-105, a guaranty must be in writing and signed by the guarantor, but the writing need not express a consideration.

A promise to answer for the obligation of another in any of the following cases is considered an original obligation of the promisor and need not be in writing: (1) when the promise is made by one who has received property of another upon an undertaking to apply the property purs…

A mere offer of guaranty is not binding until notice of its acceptance is communicated by the guarantee to the guarantor, but an absolute guaranty is binding upon the guarantor without notice of acceptance.

A guaranty is to be deemed unconditional unless its terms import some condition precedent to the liability of the guarantor.

(1) A guaranty relating to a future liability of the principal under successive transactions that either continue the principal's liability or from time to time renew it after it has been satisfied is called a continuing guaranty. (2) A continuing guaranty may be revoked at any t…

The obligation of a guarantor must be neither larger in amount nor in other respects more burdensome than that of the principal, and if in its terms it exceeds it, it is reducible in proportion to the principal obligation.

In a guaranty of a contract the terms of which are not then settled, it is implied that the guaranty's terms will not expose the guarantor to greater risks than the guarantor would incur under those terms that are most common in similar contracts at the place where the principal …

A guarantor is not liable if the contract of the principal is unlawful, but the guarantor is liable notwithstanding any mere personal disability of the principal, even though the disability would make the contract void against the principal.

(1) A guaranty to the effect that an obligation is good or is collectible imports that the debtor is solvent and that the demand is collectible by the usual legal proceedings if taken with reasonable diligence. (2) A guaranty such as is mentioned in subsection (1) is not discharg…

A guarantor of payment or performance is liable to the guarantee immediately upon the default of the principal and without demand or notice.

If a person guarantees a conditional obligation, the person's liability is commensurate with that of the principal and the person is not entitled to notice of the default of the principal unless the person is unable, by the exercise of reasonable diligence, to acquire information…

(1) A guarantor is exonerated, except so far as the guarantor may be indemnified by the principal, if by any act of the creditor not authorized by the original guaranty instrument or without the separate consent of the guarantor, the original obligation of the principal is altere…

The rescission of an agreement altering the original obligation of a debtor or impairing the remedy of a creditor does not restore the liability of a guarantor who has been exonerated by such agreement.

Mere delay on the part of a creditor to proceed against the principal or to enforce any other remedy does not exonerate a guarantor.

A guarantor is not exonerated by the discharge of the guarantor's principal by operation of law without the intervention or omission of the creditor.