A THEORY OF AGENCY LAW

Authors

  • Paula J Dalley

DOI:

https://doi.org/10.5195/lawreview.2011.164

Abstract

Despite the ubiquity of agents in the modern world, agency law does not have a coherent explanation or unified theory. The Restatement (Third) of Agency updates and attempts to explain the law, but its explanations are limited in scope and at times unpersuasive. Like other contemporary commentary on agency law, the Third Restatement draws from contract and tort theory, an approach which ignores the unique features of agency law. Agency law enables principals to act through agents; it also ensures that principals using agents do not thereby escape liability or other consequences of their choices. This paper develops a theory to fit agency law. The "costbenefit internalization theory" is based on the simple premise that the principal, who has chosen to conduct her business through an agent, must bear the foreseeable consequences of that choice. Conversely, as the bearer of the risks, the principal is entitled to receive the benefits created by the agency relationship. The cost-benefit internalization theory explains and illuminates virtually all agency law doctrine.

Downloads

Published

2011-05-07

How to Cite

Dalley, Paula J. 2011. “A THEORY OF AGENCY LAW”. University of Pittsburgh Law Review 72 (3). https://doi.org/10.5195/lawreview.2011.164.

Issue

Vol. 72 No. 3 (2011)

Section

Articles

License


Authors who publish with this journal agree to the following terms:

    1. The Author retains copyright in the Work, where the term “Work” shall include all digital objects that may result in subsequent electronic publication or distribution.

    2. Upon acceptance of the Work, the author shall grant to the Publisher the right of first publication of the Work.

    3. The Author shall grant to the Publisher and its agents the nonexclusive perpetual right and license to publish, archive, and make accessible the Work in whole or in part in all forms of media now or hereafter known under a Creative Commons 4.0 License (Attribution-Noncommercial-No Derivative Works), or its equivalent, which, for the avoidance of doubt, allows others to copy, distribute, and transmit the Work under the following conditions:
      1. Attribution—other users must attribute the Work in the manner specified by the author as indicated on the journal Web site;
      2. Noncommercial—other users (including Publisher) may not use this Work for commercial purposes;
      3. No Derivative Works—other users (including Publisher) may not alter, transform, or build upon this Work,with the understanding that any of the above conditions can be waived with permission from the Author and that where the Work or any of its elements is in the public domain under applicable law, that status is in no way affected by the license.

    4. The Author is able to enter into separate, additional contractual arrangements for the nonexclusive distribution of the journal's published version of the Work (e.g., post it to an institutional repository or publish it in a book), as long as there is provided in the document an acknowledgement of its initial publication in this journal.

    5. Authors are permitted and encouraged to post online a pre-publication manuscript (but not the Publisher’s final formatted PDF version of the Work) in institutional repositories or on their Websites prior to and during the submission process, as it can lead to productive exchanges, as well as earlier and greater citation of published work. Any such posting made before acceptance and publication of the Work shall be updated upon publication to include a reference to the Publisher-assigned DOI (Digital Object Identifier) and a link to the online abstract for the final published Work in the Journal.

    6. Upon Publisher’s request, the Author agrees to furnish promptly to Publisher, at the Author’s own expense, written evidence of the permissions, licenses, and consents for use of third-party material included within the Work, except as determined by Publisher to be covered by the principles of Fair Use.

    7. The Author represents and warrants that:

      1. the Work is the Author’s original work;
      2. the Author has not transferred, and will not transfer, exclusive rights in the Work to any third party;
      3. the Work is not pending review or under consideration by another publisher;
      4. the Work has not previously been published;
      5. the Work contains no misrepresentation or infringement of the Work or property of other authors or third parties; and
      6. the Work contains no libel, invasion of privacy, or other unlawful matter.
         
    8. The Author agrees to indemnify and hold Publisher harmless from Author’s breach of the representations and warranties contained in Paragraph 6 above, as well as any claim or proceeding relating to Publisher’s use and publication of any content contained in the Work, including third-party content.