4.13 ADVERSE INTEREST EXCEPTION

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)).