Title 3 — Agency
6 chapters · 48 sections in this title.
N.D.C.C. § 3-01-01 Definition
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Agency is the relationship which results when one person, called the principal, authorizes another, called the agent, to act for the principal in dealing with third persons.
N.D.C.C. § 3-01-02 General and special agent defined
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An agent for a particular act or transaction is called a special agent. All others are general agents.
N.D.C.C. § 3-01-03 Actual and ostensible agency defined
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An agency is either actual or ostensible. It is actual when the agent really is employed by the principal. It is ostensible when the principal intentionally or by want of ordinary care causes a third person to believe another to be the principal's agent, who really is not employe…
N.D.C.C. § 3-01-04 Who may appoint an agent - Who may be agent
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Any person having capacity to contract may appoint an agent and any person may be an agent.
N.D.C.C. § 3-01-05 Authorization to agent
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An agent may be authorized to do any acts which the agent's principal might do, except those to which the principal is bound to give personal attention.
N.D.C.C. § 3-01-06 How agency created
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An agency may be created and an authority may be conferred by a prior authorization or a subsequent ratification.
N.D.C.C. § 3-01-07 No consideration necessary
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The relationship of principal and agent can be created although neither party receives consideration.
N.D.C.C. § 3-01-08 Ratification of agency - How made - Extent
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A ratification can be made only in the manner that would have been necessary to confer an original authority for the act ratified or, when an oral authorization would suffice, by accepting or retaining the benefit of the act with notice thereof. A ratification is not valid unless…
N.D.C.C. § 3-01-09 Retroactive ratification limited
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No unauthorized act can be made valid retroactively to the prejudice of third persons without their consent.
N.D.C.C. § 3-01-10 Rescission of ratification
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A ratification may be rescinded when made without such consent as is required in a contract or with an imperfect knowledge of the material facts of the transaction ratified, but not otherwise.
N.D.C.C. § 3-01-11 Termination of agency
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1. An agency is terminated as to every person having notice thereof by: a. Expiration of its term; b. Extinction of its subject; c. Death of the agent; d. Renunciation by the agent; or e. Incapacity of the agent to act as such. 2. Unless the power of an agent is coupled with an i…
N.D.C.C. § 3-02-01 Acts done by or to agent
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Every act which legally may be done by or to any person may be done by or to the agent of such person for that purpose, unless a contrary intention clearly appears.
N.D.C.C. § 3-02-02 Actual or ostensible authority
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An agent has such authority as the principal actually or ostensibly confers upon the agent. Actual authority is such as a principal intentionally confers upon the agent or intentionally or by want of ordinary care allows the agent to believe the agent possesses. Ostensible author…
N.D.C.C. § 3-02-03 Agent authority
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Every agent has actually such authority as is defined by this title unless specially deprived thereof by the agent's principal, and has even then such authority ostensibly, except as to persons who have actual or constructive notice of the restriction upon the agent's authority.
N.D.C.C. § 3-02-04 Authority limited to specific terms
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When an authority is given partly in general and partly in specific terms, the general authority gives no higher powers than those specifically mentioned.
N.D.C.C. § 3-02-05 General authority limited
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An authority expressed in general terms, however broad, does not authorize an agent to act in the agent's own name unless doing so is the usual course of business, to define the scope of the agent's agency, or to do any act that a trustee is forbidden to do under chapters 59-09, …
N.D.C.C. § 3-02-06 Form of authorization
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An oral authorization is sufficient for any purpose, except that an authority to enter into a contract required by law to be in writing, other than an instrument covered by chapter 41-03 can be given only by an instrument in writing.
N.D.C.C. § 3-02-07 Fraud limits authority
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An agent never can have authority, either actual or ostensible, to do an act which is, and is known or suspected by the person with whom the agent deals to be, a fraud upon the principal.
N.D.C.C. § 3-02-08 Authority to do necessary acts and make representations
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An agent has authority: 1. To do everything necessary or proper and usual in the ordinary course of business to effect the purpose of the agent's agency. 2. To make a representation respecting any matter of fact, not including the terms of the agent's authority, but upon which th…
N.D.C.C. § 3-02-09 When agent may disobey instructions
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An agent has power to disobey instructions in dealing with the subject of the agency in cases when it is clearly for the interest of the agent's principal that the agent should do so and there is not time to communicate with the principal.
N.D.C.C. § 3-02-10 Authority to warrant property sold
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Authority to sell and convey real property includes authority to give the usual covenants of warranty. Authority to sell personal property includes authority to warrant the title of the principal and the quality and quantity of the property.
N.D.C.C. § 3-02-11 Authority of general and special agent to receive price
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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.
N.D.C.C. § 3-02-12 Agent must inform principal - Not exceed authority
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An agent must use ordinary diligence to keep the agent's principal informed of the agent's acts in the course of the agency. An agent must not exceed the limits of the agent's actual authority as defined by this title.
N.D.C.C. § 3-02-13 When agent can delegate powers
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An agent, unless specially forbidden by the agent's 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 it is such as the agent personally cannot, and the s…
N.D.C.C. § 3-02-14 Lawful subagent principal's agent
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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.
N.D.C.C. § 3-02-15 Responsibility of mere agent or unauthorized subagent
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A mere agent of an agent is not responsible as such to the principal of the latter. If an agent employs a subagent without authority, the former is a principal and the latter is the former's agent and the principal of the former has no connection with the latter.
N.D.C.C. § 3-02-16 Duty of agent as collector of negotiable instrument
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An agent employed to collect a negotiable instrument must collect it promptly and take all measures necessary to charge the parties thereto in case of its dishonor, and, if it is a bill of exchange, must present it for acceptance with reasonable diligence.
N.D.C.C. § 3-02-17 Limitation of duties of licensed real estate agents
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The duties of real estate brokers and real estate salespersons, who are licensed under chapter 43-23, and the civil liabilities arising from the duties, are limited to those duties set forth in chapter 43-23 or under rules adopted under that chapter.
N.D.C.C. § 3-03-01 Rights and liabilities accruing to principal
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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 which would accrue to the agent from the transactions within such limit, if they had been entered into on the agent's own …
N.D.C.C. § 3-03-02 Principal bound when agent exceeds authority
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When an agent exceeds the agent's authority, the agent's principal is bound by the agent's authorized acts so far only as they can be plainly separated from those which are unauthorized.
N.D.C.C. § 3-03-03 When ostensible authority binding
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A principal is bound by acts of the principal's agent under a merely ostensible authority to those persons only who in good faith and without ordinary negligence have incurred a liability or parted with value upon the faith thereof.
N.D.C.C. § 3-03-04 Instrument within scope of authority binding
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Any instrument within the scope of the agent's authority by which an agent intends to bind the agent's principal does bind the principal if such intent is plainly inferable from the instrument itself.
N.D.C.C. § 3-03-05 Notice to principal or agent
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As against a principal, both principal and agent are deemed to have notice of whatever either has notice and ought, in good faith and the exercise of ordinary care and diligence, to communicate to the other.
N.D.C.C. § 3-03-06 Incomplete execution of authority
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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.
N.D.C.C. § 3-03-07 Credit to agent - Principal exonerated
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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…
N.D.C.C. § 3-03-08 Setoff against agent
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One who deals with an agent without knowing or having reason to believe that the agent acts as such in the transaction may set off against any claim of the principal arising out of the same all claims which the person dealing with the agent might have set off against the agent be…
N.D.C.C. § 3-03-09 Negligence of agent
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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 a p…
N.D.C.C. § 3-04-01 Agent warrants authority
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One who assumes to act as an agent thereby warrants to all who deal with that person in that capacity that the person has the authority which the person assumes.
N.D.C.C. § 3-04-02 When agent liable as principal
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One who assumes to act as an agent is responsible to third persons as a principal for that person's acts in the course of that person's agency in any of the following cases, and in no others: 1. When, with that person's consent, credit is given to that person personally in a tran…
N.D.C.C. § 3-04-03 Surrender of property adversely claimed
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If an agent receives anything for the benefit of the agent's principal, to the possession of which another person is entitled, the agent on demand must surrender it, or so much of it as the agent has under the agent's control at the time of the demand, to such other person, on be…
N.D.C.C. § 3-05-01 Authority from seller
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An auctioneer, in the absence of special authorization or usage to the contrary, has authority from the seller only as follows: 1. To sell by public auction to the highest bidder. 2. To sell for cash only, except such articles as usually are sold on credit at auction. 3. To warra…
N.D.C.C. § 3-05-02 Authority to bind both parties
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An auctioneer has authority from a bidder at the auction as well as from the seller to bind both by a memorandum of the contract whenever a written memorandum is required by any statute or by usage to make a valid contract of sale, and such memorandum must be in the form and cont…
N.D.C.C. § 3-06-01 Definition
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A factor is an agent who, in the pursuit of an independent calling, is employed by another to buy or sell property in the factor's own name and is entrusted by the principal with the possession or control of the property or authorized to receive payment therefor from the purchase…
N.D.C.C. § 3-06-02 Authority of factors
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In addition to the authority of agents in general, a factor has actual authority from the factor's principal unless specially restricted: 1. To insure property consigned to the factor uninsured. 2. To sell property consigned to the factor on such credit as is usual, except such t…
N.D.C.C. § 3-06-03 Ostensible authority of factor
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A factor has ostensible authority to deal with the property of the factor's principal as the factor's own in transactions with persons not having notice of the actual ownership.
N.D.C.C. § 3-06-04 Must obey instructions - Exception
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A factor must obey instructions of the factor's principal to the same extent as any other employee, notwithstanding any advances the factor may have made to the principal upon the property consigned to the factor, except that if the principal forbids the factor to sell at the mar…
N.D.C.C. § 3-06-05 Liability under guaranty commission
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A factor who charges the factor's principal with a guaranty commission upon a sale thereby assumes absolutely to pay the price when it falls due as if it were a debt of the factor's own and not as a mere guarantor for the purchaser, but the factor does not thereby assume any addi…
N.D.C.C. § 3-06-06 Relieved of liability by consent only
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A factor who receives property for sale under a general agreement or usage to guarantee the sale or the remittance of the proceeds cannot obtain relief from responsibility therefor without the consent of the factor's principal.