The Eleventh Circuit Court of Appeals cites Restatement Third of Agency in Stephen Dye, et al. v. Tamko Building Products, Inc., a case that addresses the issue of whether homeowners are bound by the agreement terms displayed on the package of shingles that were ordered, opened, and installed by roofers hired by the homeowners.
The opinion cites § 2.02 cmt. d of Restatement Third during its introductory explanation of the scope of authority in an agency relationship. Comment d of §2.02 addresses acts necessary or incidental to achieving a principal's objectives (“If a principal’s manifestation to an agent expresses the principal’s wish that something be done, it is natural to assume that the principal wishes, as an incidental matter, that the agent take the steps necessary and . . . proceed in the usual and ordinary way[.]”).
The court further states that knowledge or notice acquired by an agent who is acting within the scope of his authority is generally assigned to the principal, citing § 5.03 of the Restatement Third of Agency.
Opinion excerpt:
Even aside from our “incidental-to” precedent, it is axiomatic under Florida law—and more generally—that knowledge or notice that an agent acquires while acting within the course and scope of his authority is generally imputed to his principal. See, e.g., Chang v. JPMorgan Chase Bank, N.A., 845 F.3d 1087, 1095 (11th Cir. 2017); Restatement (Third) Of Agency § 5.03 (“For purposes of determining a principal’s legal relations with a third party, notice of a fact that an agent knows or has reason to know is imputed to the principal if knowledge of the fact is material to the agent’s duties to the principal[.]”). Here, Tamko’s purchase terms were printed on the shingle packaging, which the homeowners agree their roofers opened. Because the notice that their roofers acquired while acting within the scope of their authority to purchase and install the shingles is properly imputed to them, the homeowners cannot now plead ignorance of the offer’s existence.
To summarize, then, acceptance of Tamko’s purchase terms—arbitration clause and all—was incidental to, and reasonably necessary to accomplish, the homeowners’ express grant of agency authority to their roofers to purchase and install shingles, and in any event, the roofers’ notice of the terms printed on the shingle wrappers is properly imputed to the homeowners.
Read the opinion here.
Stephen Dye, et al. v. Tamko Building Products, Inc. No. 17-14052 (11th Cir. 2018)