Title 59 — AGENCY

Agency is the representation of one called the principal by another called the agent in dealing with third persons. Source: CivC 1877, § 1337; CL 1887, § 3960; RCivC 1903, § 1656; RC 1919, § 1234; SDC 1939, § 3.0101.

An agent for a particular act or transaction is a special agent; all others are general agents. Source: CivC 1877, § 1339; CL 1887, § 3962; RCivC 1903, § 1658; RC 1919, § 1236; SDC 1939, § 3.0102.

If authority is given partly in general and partly in specific terms no higher powers than those specifically mentioned are given. Source: CivC 1877, § 1360; CL 1887, § 3983; RCivC 1903, § 1679; RC 1919, § 1261; SDC 1939, § 3.0102.

Agency is actual when the principal appoints the agent. Source: CivC 1877, § 1341; CL 1887, § 3964; RCivC 1903, § 1660; RC 1919, § 1238; SDC 1939, § 3.0103.

Agency is ostensible when by conduct or want of ordinary care the principal causes a third person to believe another, who is not actually appointed, to be his agent. Source: CivC 1877, § 1342; CL 1887, § 3965; RCivC 1903, § 1661; RC 1919, § 1239; SDC 1939, § 3.0103.

Any person with capacity to contract may create an agency and confer authority on any other person to do any act which he might do excepting acts to which he is bound to give personal attention. Source: CivC 1877, §§ 1338, 1343; CL 1887, §§ 3961, 3966; RCivC 1903, §§ 1657, 1662; …

The agency and authority described in § 59-2-1 may be created by precedent authorization or subsequent ratification, without consideration being necessary to make same binding upon the principal. Source: CivC 1877, §§ 1346, 1347; CL 1887, §§ 3969, 3970; RCivC 1903, §§ 1665, 1666;…

An oral authorization is sufficient for any purpose, except that an authority to enter into a contract, other than a negotiable instrument, required by law to be in writing can only be given by an instrument in writing. Source: CivC 1877, § 1348; CL 1887, § 3971; RCivC 1903, § 16…

Ratification can be made only in the manner that would have been necessary to confer authority originally, or, where oral authorization would suffice, by accepting or retaining the benefit of the act with notice thereof. It is not valid unless at the time of ratification the prin…

Ratification of part of an indivisible transaction is a ratification of the whole. Source: CivC 1877, § 1350; CL 1887, § 3973; RCivC 1903, § 1669; RC 1919, § 1251; SDC 1939, § 3.0106.

No unauthorized act can be made valid, retroactively, to the prejudice of third persons, without their consent. Source: CivC 1877, § 1352; CL 1887, § 3975; RCivC 1903, § 1671; RC 1919, § 1253; SDC 1939, § 3.0107.

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. Source: CivC 1877, § 1353; CL 1887, § 3976; RCivC 1903, § 1672; RC 1919, § 1254; SDC 1…

Every act which may legally 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 plainly appears. Source: CivC 1877, § 1344; CL 1887, § 3967; RCivC 1903, § 1663; RC 1919, § 1245; SDC 1939, § 3.0201.

An authority expressed in general terms, however broad, does not authorize an agent to define the scope of his agency. Source: CivC 1877, § 1361, subdiv 2; CL 1887, § 3984, subdiv 2; RCivC 1903, § 1680, subdiv 2; RC 1919, § 1262 (2); SDC 1939, § 3.0205 (2).

An authority expressed in general terms, however broad, does not authorize an agent to do any act that a trustee is forbidden to do by the law on trusts or that an agent is forbidden to do by the law on fiduciary access to digital assets. Source: CivC 1877, § 1361, subdiv 3; CL 1…

Authority to sell and convey real property includes authority to give usual covenants of warranty. Source: CivC 1877, § 1363; CL 1887, § 3986; RCivC 1903, § 1682; RC 1919, § 1264; SDC 1939, § 3.0209.

Authority to sell personal property includes authority to warrant the title of the principal and the quality and quantity of the property. Source: CivC 1877, § 1362; CL 1887, § 3985; RCivC 1903, § 1681; RC 1919, § 1263; SDC 1939, § 3.0209.

A general agent to sell entrusted by the principal with 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 afterward. Source: CivC 1877, §§ 1364, 1365; CL 1887, §§ 398…

An agent, unless specially forbidden by his principal to do so, can delegate his 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 cannot himself, and the subagent can, lawf…

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 acts of the subagent. Source: CivC 1877, § 1382; CL 1887, § 4005; RCivC 1903, § 1701; RC 1919, § 1283; SDC 1939, § 3.021…

A mere agent of an agent is not responsible as such to the principal of the latter. Source: CivC 1877, § 1167; CL 1887, § 3790; RCivC 1903, § 1486; RC 1919, § 1243; SDC 1939, § 3.0214.

If an agent employ a subagent without authority, the former is a principal and the latter his agent, and the principal of the former has no connection with the latter. Source: CivC 1877, § 1381; CL 1887, § 4004; RCivC 1903, § 1700; RC 1919, § 1282; SDC 1939, § 3.0214.

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 himself to possess. Source: CivC 1877, § 1355; CL 1887, § 3978; RCivC 1903, § 1674; RC 1919, § 1256; SDC 1939, § 3.0202.

An agent may request, receive, and review any information regarding the principal's physical or mental health, including legal, medical, and hospital records, execute any release or other documents that may be required in order to obtain such information, and disclose such inform…

Ostensible authority is such as a principal intentionally, or by want of ordinary care, causes or allows a third person to believe the agent to possess. Source: CivC 1877, § 1356; CL 1887, § 3979; RCivC 1903, § 1675; RC 1919, § 1257; SDC 1939, § 3.0203. See Cal Civ Code, § 2317.

Every agent has actually such authority as prescribed by this title on "agency" unless specially deprived thereof by the principal, and even then has such authority ostensibly except as to persons who have actual or constructive notice of the restriction upon his authority. Sourc…

An agent has authority to do everything necessary, or proper and usual in the ordinary course of business, for effecting the purpose of his agency. Source: CivC 1877, § 1358, subdiv 1; CL 1887, § 3981, subdiv 1; RCivC 1903, § 1677, subdiv 1; RC 1919, § 1259 (1); SDC 1939, § 3.020…

An agent has authority to make a representation respecting any matter of fact, not including the terms of his authority, but upon which his right to use his authority depends, and the truth of which cannot be determined by the use of reasonable diligence on the part of the person…

An agent has power to disobey instructions in dealing with the subject of the agency, in cases where it is clearly for the interests of his principal that he should do so, and there is not time to communicate with the principal. Source: CivC 1877, § 1359; CL 1887, § 3982; RCivC 1…

An agent can never have authority, either actual or ostensible, to do an act which is, and is known or suspected by the person with whom he deals to be, a fraud on the principal. Source: CivC 1877, § 1345; CL 1887, § 3968; RCivC 1903, § 1664; RC 1919, § 1246; SDC 1939, § 3.0208.

An authority expressed in general terms, however broad, does not authorize an agent to act in his own name, unless it is the usual course of business to do so. Source: CivC 1877, § 1361, subdiv 1; CL 1887, § 3984, subdiv 1; RCivC 1903, § 1680, subdiv 1; RC 1919, § 1262 (1); SDC 1…

An agent must use ordinary diligence to keep his principal informed of his acts in the course of the agency. Source: CivC 1877, § 1165; CL 1887, § 3788; RCivC 1903, § 1484; RC 1919, § 1241; SDC 1939, § 3.0211.

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 must present it for collection or acceptance with reasonable diligence. Source: CivC 1877, § 1166; CL 1887, § 37…

One who assumes to act as an agent thereby warrants to all who deal with him in that capacity, that he has the authority which he assumes. Source: CivC 1877, § 1376; CL 1887, § 3999; RCivC 1903, § 1695; RC 1919, § 1277; SDC 1939, § 3.0401.

One who assumes to act as an agent is responsible to third persons as a principal for his acts in the course of his agency, in any of the following cases, and in no others: (1) When, with his consent, credit is given to him personally in a transaction; (2) When he enters into a w…

If an agent receives anything for the benefit of his principal, to the possession of which another person is entitled, he must, on demand, surrender it to such person, or so much of it as he has under his control at the time of demand, on being indemnified for any advance which h…

All rights and liabilities which would accrue to an agent from transactions within the scope of his actual or ostensible authority if they had been entered into on his own account, accrue to the principal. Source: CivC 1877, § 1366; CL 1887, § 3989; RCivC 1903, § 1685; RC 1919, §…

The principal is responsible for no other negligence, wrongs, or omissions of his agent than those described in § 59-6-9 unless he has authorized or ratified them, even though they are committed while the agent is engaged in his service. Source: CivC 1877, § 1375; CL 1887, § 3998…

A durable power of attorney for health care designated under the provisions of § 59-7-2.1 is presumed valid. Another person may rely on the presumption of validity unless the person has actual knowledge that the power was not validly executed or that the power was revoked. Except…

When an agent exceeds his authority, his principal is bound by his authorized acts so far only as they can be plainly separated from those which are unauthorized. Source: CivC 1877, § 1369; CL 1887, § 3992; RCivC 1903, § 1688; RC 1919, § 1270; SDC 1939, § 3.0302.

A principal is bound by acts of his agent under ostensible authority, to those persons only who have in good faith, and without negligence, incurred a liability or parted with value upon the faith thereof. Source: CivC 1877, § 1370; CL 1887, § 3993; RCivC 1903, § 1689; RC 1919, §…

Any instrument within the scope of his authority, by which an agent intends to bind his principal, does bind him if such intent is plainly inferable from the instrument itself. Source: CivC 1877, § 1373; CL 1887, § 3996; RCivC 1903, § 1692; RC 1919, § 1274; SDC 1939, § 3.0304.

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. Source: CivC 1877, § 1368; CL 1887, § 3991; RCivC 1903, § 1687; RC 19…

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. Source: CivC 1877, § 1367; CL 1887, § 3990; RCivC 1903, § 1686; RC 1919, § 1268; SDC 1939, § 3.0306.

If exclusive credit is given to an agent by the person dealing with him, his principal is exonerated by payment or other satisfaction made by him to his agent, in good faith, before receiving notice of the creditor's election to hold him responsible. Source: CivC 1877, § 1371; CL…

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 he might have set off against the agent before notice of the agency. S…

Unless required by or under authority of law to employ that particular agent, a principal is responsible to third persons for the negligence of his agent in the transaction of the business of the agency, including wrongful acts committed by such agent in and as part of the transa…

An agency is terminated as to every person having notice thereof in all cases by: (1) Expiration of its term; (2) Extinction of its subject; (3) Death of the agent; (4) Renunciation by the agent; or (5) Incapacity of the agent to act as such. Source: CivC 1877, § 1383; CL 1887, §…

Source: SL 2016, ch 120 , § 35; SL 2020, ch 214 , § 61.

Unless the power of the agent is coupled with an interest in the subject of the agency, an agency is terminated as to every person having notice thereof by: (1) Revocation by the principal; (2) Death of the principal; or (3) His incapacity to contract. Source: CivC 1877, § 1384; …