All parties are equal before the law and a [corporation] [partnership] is entitled to the same fair and conscientious consideration by you as any party.

            Under the law, a corporation is considered to be a person. It can only act through its employees, agents, directors, or officers. Therefore, a corporation is responsible for the acts of its employees, agents, directors, and officers performed within the scope of authority.

            A partnership can only act through its employees, agents, or partners. Therefore, a partnership is responsible for the acts of its employees, agents, and partners performed within the scope of authority

            An agent is a person who performs services for another person under an express or implied agreement and who is subject to the other’s control or right to control the manner and means of performing the services. The other person is called a principal. [One may be an agent without receiving compensation for services.] [The agency agreement may be oral or written.]

            An agent is acting within the scope of authority if the agent is engaged in the performance of duties which were expressly or impliedly assigned to the agent by the principal.

            If [name of alleged principal] has intentionally or unintentionally caused the [plaintiff] [defendant] to believe that [name of alleged agent] was the principal’s agent, a relationship known as "apparent agency" may be created, even if no actual authority was ever given to the agent. Apparent agency, however, can never arise solely from the acts of the alleged agent.

            In order to establish apparent agency, the [plaintiff] [defendant] must prove that:

            First, the alleged principal caused, by representation or action, the [plaintiff] [defendant] to believe that [name of alleged agent] was the principal’s agent;

            Second, the [plaintiff] [defendant] relied on this representation or action to [his] [her] [its] detriment; and

            Third,such reliance was reasonably justified.

            If an apparent agency has been established, the principal is liable for the acts of the apparent agent just as if the principal had authorized the agent from the outset.

Revised March 2025    

            A purported principal who ratifies the acts of someone who was purporting to act as the principal’s agent will be liable for the acts of that purported agent, provided that the principal made a conscious and affirmative decision to approve the relevant acts of the purported agent while in possession of full and complete knowledge of all relevant events.

Comment

            See United States v. Alaska S. S. Co.,491 F.2d 1147, 1155 (9th Cir.1974) ("Ratification is the affirmance by a person of a prior act which did not bind him but which was done or professedly done on his account, whereby the act, as to some or all persons, is given effect as if originally authorized by him.") (quoting Restatement (Second) of Agency § 82 (1958)); Witt v. United States, 319 F.2d 704, 710 (9th Cir. 1963) ("The doctrine of ratification has as its foundation, knowledge of all the facts.") (citation and quotation marks omitted).

Revised March 2025

            Any act or omission of an agent within the scope of authority is the act or omission of the principal.

            The defendants are sued as principal and agent. The defendant [name of principal] is the principal and the defendant [name of agent] is the agent. If you find against [name of agent], then you must also find against [name of principal]. However, if you find for [name of agent], then you must also find for [name of principal].

            [Name of agent] was the agent of the defendant [name of principal], and, therefore, any act or omission of [name of agent] was the act or omission of [name of principal].

            [Defendant [name of alleged principal] is sued as the principal and the defendant [name of alleged agent] as the agent. [It is denied that any agency existed.] [It is [also] denied that [name of alleged agent] was acting within the scope of authority as an agent of [name of alleged principal].]]

            If you find that [name of alleged agent] [was the agent of [name of alleged principal]] [and] [was acting within the scope of authority], and if you find against [name of alleged agent], then you must also find against [name of alleged principal]. If you do not find against [name of alleged agent], then you must find for both [name of alleged principal] and [name of alleged agent].

            If you find against [name of alleged agent], but do not find that [name of alleged agent] was acting within the scope of authority as an agent of [name of alleged principal], then you must find that [name of alleged principal] is not liable.

            The defendant [name of alleged principal] is sued as a principal. The plaintiff claims that [name of alleged agent] was acting as [name of alleged principal]’s agent. [Name of alleged principal] [denies that [name of alleged agent] was acting as [name of alleged principal]’s agent] [admits that [name of alleged agent] was acting as [name of alleged principal]’s agent] [and] [denies that [name of alleged agent] was acting within the scope of authority.]

            If you find that [name of alleged agent] [was the agent of [name of alleged principal] and] was acting within the scope of authority, then any act or omission of [name of alleged agent] was the act or omission of [name of alleged principal].

            If you find that [name of alleged agent] was not acting within the scope of authority as [name of alleged principal]’s agent, then you must find for [name of alleged principal].

            If you find that [name of alleged agent] was acting solely for [his/her] own purposes or those of a third party, then [name of the alleged agent]’s acts or omissions are not considered the acts or omissions of defendant [name of alleged principal].

            [However, if you find that plaintiff dealt with [name of agent] in good faith and did not know, or have reason to know, that [name of agent] was acting against the interests of defendant [name of alleged principal], then you may find defendant [name of alleged principal] liable if you find that [name of agent] acted within [his/her] authority.]

            [However, if you find that defendant [name of alleged principal] ratified or knowingly received a benefit from the acts or omissions of [name of agent], then you may find defendant [name of alleged principal] liable if you find that [name of agent] acted within [his/her] authority.]

            [However, if you find that [name of agent] was the sole [representative of/officer in charge of] defendant [name of alleged principal], then you may find defendant [name of alleged principal] liable if you find that [name of agent] acted within [his/her] authority.] 

Comment

            The adverse interest exception is narrow and generally requires "an agent to completely abandon the principal’s interests and act entirely for his own purposes." Cement & Concrete Workers Dist. Council Pension Fund v. Hewlett Packard Co., 964 F. Supp. 2d 1128, 1144-45 (N.D. Cal. 2013) (quoting USACM Liquidating Trust v. Deloitte & Touche LLP, 764 F. Supp. 2d 1210, 1218 (D.Nev. 2011)).

            An independent contractor is a person who performs services for another person under an express or implied agreement and who is not subject to the other’s control of, or right to control, the manner and means of performing the services.

            One who engages an independent contractor is not liable to others for the acts or omissions of the independent contractor. 

Comment

            The second paragraph of this instruction does not apply to nondelegable duties. See M.J. ex rel. Beebe v. United States, 721 F.3d 1079, 1085 (9th Cir.2013) (discussing nondelegable duties under Alaska law); Cmty. for Creative Non-Violence v. Reid, 490 U.S. 730, 751-52 (1989) (defining independent contractor).

            A partnership is an association of two or more persons to carry on a business as co-owners. The members of a partnership are called partners.　

            A partner is acting within the scope of the partnership business when doing anything which is either expressly or impliedly authorized by the partnership or which is in furtherance of the partnership business.

            An act or omission of a partner within the scope of the partnership business is the act or omission of all partners.

            The defendants [names of partners] are partners. [Name of partner] was acting on behalf of the partnership and within the scope of authority. Therefore, if you decide for the plaintiff, your verdict must be against all of the partners.

            The defendant [name of acting partner] and the defendant [name of nonacting partner] are partners.

            It is denied that [name of acting partner] was acting within the scope of the partnership business.

            If the defendant [name of acting partner] was acting within the scope of the partnership business, and if you find against [name of acting partner], then you must find against [both] [all] defendants.

            If you find for [name of acting partner], then you must find for [all] [both] defendants.

            If you find against [name of acting partner], but you do not find that [name of acting partner] was acting within the scope of the partnership business, then you must find for the defendant [name of nonacting partner].

            The defendant [name of acting partner] and the defendants [names of nonacting partners] are sued as partners.

            It is denied that any partnership existed.

            If you find that [name of acting partner] and [names of nonacting partners] were partners and that [acting partner] was acting within the scope of the partnership business, and if you find against [acting partner], then you must find against [both] [all] defendants.

            If you find against [name of acting partner], but you either find there was no partnership or that [name of acting partner] was not acting within the scope of the partnership business, then, in either case, you must find for the defendants [names of nonacting partners].

            If you find for [acting partner], then you must find for [both] [all] of the defendants.