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54-484: The oldest and most prominent of their corporation names, "Watch Tower Society", has also been used synonymously with the religious organization of Jehovah's Witnesses, even in their own literature. Particularly since 2000, Jehovah's Witnesses have maintained a distinction between their corporations and their religious organization. The primary corporations are operated by Governing Body "helpers" who implement its decisions. Watch Tower Bible and Tract Society of Pennsylvania

108-403: A distinction is drawn between knowledge of the firm's general business activities and the confidential affairs as they affect one client. Thus, there is no imputation if the partner is acting against the interests of the firm as a fraud. There is more likely to be liability in tort if the partnership benefited by receiving fee income for the work negligently performed, even if only as an aspect of

162-507: A fixed period. Notice in this connection that want of skill, continuous disobedience of lawful orders, and rude or insulting behavior has been held to be sufficient cause for dismissal of an agent. Further, reasonable notice has to be given by one party to the other; otherwise, damage resulting from want of such notice, will have to be paid (s. 206). Under s. 207, the revocation or renunciation of an agency may be made expressly or implicitly by conduct. The termination does not take effect as regards

216-598: A just bargain or equilibrium between the giving and receiving of commercial agents and principals". In Ireland, Directive 86/653/EEC was implemented in the Commercial Agents Regulations of 1994 and 1997. In India, for the purposes of contractual law, section 182 of the Contract Act 1872 defines agent as “a person employed to do any act for another or to represent another in dealings with third persons”. According to section 184 as between

270-612: A member of the Governing Body of Jehovah's Witnesses was president of both the Watch Tower (Pennsylvania) and Watchtower (New York) corporations, as well as Britain's International Bible Students Association corporation; in 2001, it was decided that the corporations' directors need not be members of the Governing Body. Christian Congregation of Jehovah's Witnesses, Inc. was established to organize and administer

324-401: A person, called the agent , who is authorized to act on behalf of another (called the principal ) to create legal relations with a third party. It may be referred to as the equal relationship between a principal and an agent whereby the principal, expressly or implicitly, authorizes the agent to work under their control and on their behalf. The agent is, thus, required to negotiate on behalf of

378-508: A position held to deter fraud and other harms that may befall individuals dealing with agents, there is a concept of Inherent Agency power, which is power derived solely by virtue of the agency relation. For example, partners have apparent authority to bind the other partners in the firm, their liability being joint and several (see below), and in a corporation , all executives and senior employees with decision-making authority by virtue of their declared position have apparent authority to bind

432-413: A position. If a principal creates the impression that an agent is authorized but there is no actual authority, third parties are protected so long as they have acted reasonably. This is sometimes termed "agency by estoppel " or the "doctrine of holding out", where the principal will be estopped from denying the grant of authority if third parties have changed their positions to their detriment in reliance on

486-477: A similar name translated into the local language. In 2005, the branch office in Canada began using this name as a separate Canadian entity for most correspondence, while retaining Watch Tower Bible and Tract Society of Canada for other matters. In Mexico , the corporation, Congregación Cristiana de los Testigos de Jehová , is used. Literature of Jehovah's Witnesses has also referred to the denomination generally as

540-443: A third party for breach of the implied warranty of authority. Express actual authority means an agent has been expressly told they may act on behalf of a principal. Implied actual authority, also called "usual authority", is authority an agent has by virtue of being reasonably necessary to carry out his express authority. As such, it can be inferred by virtue of a position held by an agent. For example, partners have authority to bind

594-654: Is a corporate not-for-profit organization used by Jehovah's Witnesses in the United Kingdom for the production and distribution of religious literature. Its stated purpose is "to promote the Christian religion by supporting congregations of Jehovah's Witnesses and others in connection with their spiritual and material welfare in Britain and abroad within the charitable purposes of the Association." The IBSA

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648-509: Is a non-stock, not-for-profit organization headquartered in Warwick, New York , United States. It is the main legal entity used worldwide by Jehovah's Witnesses , often referred to as "The Society". It holds the copyrights of most literature published by Jehovah's Witnesses. The society was founded in 1881 with William Henry Conley , a Pittsburgh businessman, as the first president and Charles Taze Russell as secretary-treasurer. The society

702-426: Is an implied ratification to those transactions and an implied grant of authority for future transactions of a similar nature. If the agent has actual or apparent authority, the agent will not be liable for acts performed within the scope of such authority, as long as the relationship of the agency and the identity of the principal have been disclosed. When the agency is undisclosed or partially disclosed, however, both

756-411: Is customary for traders to purchase in their own names. Also incidental authority, where an agent is supposed to have any authority to complete other tasks which are necessary and incidental to completing the express actual authority. This must be no more than necessary Apparent authority (also called "ostensible authority") exists where the principal's words or conduct would lead a reasonable person in

810-650: Is in breach of the Obligation must be appraised holistically, considering all aspects of the relationship; material facts will include the contractual and commercial leverage of each party, their objective intentions as enshrined in the contract, and the business practices of the sector in question. Nevertheless, the starting axiom of this investigation must be that these are commercial relationships in which professionals are expected to be self-reliant and must be free to pursue their self-interest. Critically, this will not be an estimation aimed at achieving ontological fairness,

864-524: Is inherent in the status of a partner and does not arise out of a contract of agency with a principal. The Partnership Act 1890 of the United Kingdom (which includes both England and Scotland) provides that a partner who acts within the scope of his actual authority (express or implied) will bind the partnership when he does anything in the ordinary course of carrying on partnership business. Even if that implied authority has been revoked or limited,

918-426: Is no statutory definition of this obligation to act “dutifully and in good faith”, it has been suggested that it requires principals and agents to act "with honesty, openness and regard for the interests of the other party to the transaction". Two "normative precepts" assist in concretising this standard of conduct: "Firstly, expressing honesty and openness, commercial agents and principals must mutually co-operate in

972-550: Is subsequently found that the alleged agent was acting without necessary authority, the agent will generally be held liable. There are three broad classes of agent: An agent who acts within the scope of authority conferred by their principal binds the principal in the obligations they create against third parties. There are essentially three kinds of authority recognized in the law: actual authority (whether express or implied), apparent authority, and ratified authority (explained here ). Actual authority can be of two kinds. Either

1026-563: The principal or client ) to create a legal relationship with a third party. A legal entity may also act as an agent: For example, two corporate groups may assign the task of intermediating an M&A transaction to a business agency, that acts as a 3rd party, in order to finalize the deal. This happens for example when you move over an entity to an intermediary holding company, before settling it into its final destination entity. Real estate transactions refer to real estate brokerage , and mortgage brokerage . In real estate brokerage,

1080-791: The congregational affairs of Jehovah's Witnesses in the United States. It filed for incorporation on August 21, 2000, in New York State as a “ domestic non-profit corporation ” in Putnam County, New York . An incorporation record was also filed with the State of Florida on March 3, 2006, as a " foreign non-profit corporation " with an agency in Collier County, Florida . As announced to congregations in January 2001,

1134-511: The "Christian congregation of Jehovah's Witnesses". Not-for-profit organization A not-for-profit or non-for-profit organization ( NFPO ) is a legal entity that does not distribute surplus funds to its members and is formed to fulfill specific objectives. An NFPO does not earn profit for its owners, as any revenue generated by its activities must be put back into the organization. While not-for-profit organizations and non-profit organizations (NPO) are distinct legal entities,

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1188-787: The Christian Congregation of Jehovah's Witnesses is a corporation used by their United States branch committee, which oversees the preaching work of Jehovah's Witnesses in the United States, Bermuda , and the Turks and Caicos Islands . All branch committee members are appointed by and report to the Governing Body of Jehovah's Witnesses . As with other agencies of Jehovah’s Witnesses, the Christian Congregation of Jehovah’s Witnesses may correspond directly with any circuit overseer, local body of elders , or individual, or it may assign someone else to communicate on its behalf. Any of these persons or groups may function as an agency acting at

1242-619: The UK, this was implemented into national law in the Commercial Agents Regulations 1993. Thus, agent and principals in a commercial agency relationship are subject both to the Common law and the Commercial Agents Regulations. The Commercial Agents Regulations require agents to act “dutifully and in good faith” in performing their activities (Reg. 3); co-extensively, principals are required principals to act “dutifully and in good faith” in their “relations” with their commercial agents (Reg 4). Though there

1296-532: The United States. This corporation is typically cited as the publisher of Jehovah's Witnesses publications, though other publishers are sometimes cited. The corporation's stated purposes are: “Charitable, benevolent, scientific, historical, literary and religious purposes; the moral and mental improvement of men and women, the dissemination of Bible truths in various languages by means of the publication of tracts, pamphlets, papers and other religious documents, and for religious missionary work.” In 2001, Newsday listed

1350-653: The Watch Tower Society as one of New York 's forty richest corporations, with revenues exceeding $ 950 million. Originally known as the Peoples Pulpit Association , the organization was incorporated in 1909 when the Society's principal offices moved to Brooklyn, New York. In 1939, it was renamed Watchtower Bible and Tract Society, Inc. , and in 1956, the name was changed to Watchtower Bible and Tract Society of New York, Inc . Until 2000,

1404-407: The actual commercial agency relationship. Accordingly, the intensity of the required co-operation will vary, depending on the terms of the contract and the pertinent commercial practices. Secondly, commercial agents and principals must not exploit asymmetries in their agency relationship in such a manner that frustrates the legitimate expectations of the other party. In this respect, whether a conduct

1458-444: The agent and the principal are liable. Where the principal is not bound because the agent has no actual or apparent authority, the purported agent is liable to the third party for breach of the implied warranty of authority. If the agent has acted without actual authority, but the principal is nevertheless bound because the agent had apparent authority, the agent is liable to indemnify the principal for any resulting loss or damage. If

1512-409: The agent has acted within the scope of the actual authority given, the principal must indemnify the agent for payments made during the course of the relationship whether the expenditure was expressly authorized or merely necessary in promoting the principal's business. An agent owes the principal a number of duties. These include: An agent must not accept any new obligations that are inconsistent with

1566-422: The agent, till it becomes known to him and as regards third party, till the termination is known to them (s. 208). When an agent's authority is terminated, it operates as a termination of subagent also (s. 210). This has become a more difficult area as states are not consistent on the nature of a partnership. Some states opt for the partnership as no more than an aggregate of the natural persons who have joined

1620-559: The buyers or sellers are the principals themselves and the broker or his salesperson who represents each principal is his agent. Agency law in the United Kingdom is a component of UK commercial law , and forms a core set of rules necessary for the smooth functioning of business. Agency law is primarily governed by the Common law and to a lesser extent by statutory instruments. In 1986, the European Communities enacted Directive 86/653/EEC on self-employed commercial agents. In

1674-401: The corporation. Even if the agent does act without authority, the principal may ratify the transaction and accept liability on the transactions as negotiated. This may be express or implied from the principal's behavior, e.g. if the agent has purported to act in a number of situations and the principal has knowingly acquiesced, the failure to notify all concerned of the agent's lack of authority

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1728-399: The duties owed to the principal. An agent can represent the interests of more than one principal, conflicting or potentially conflicting, only after full disclosure and consent of the principal. An agent must not usurp an opportunity from the principal by taking it for himself or passing it on to a third party. In return, the principal must make a full disclosure of all information relevant to

1782-452: The explicit direction of the Governing Body. Reorganization in 2000 resulted in the creation of several additional corporate entities to serve the needs of the United States branch of Jehovah's Witnesses. Since then, most written communication with congregations and individuals in the United States involves the Christian Congregation of Jehovah's Witnesses, Inc.; other corporations include: The International Bible Students Association (IBSA)

1836-521: The firm. Others treat the partnership as a business entity and, like a corporation , vest the partnership with a separate legal personality. Hence, for example, in English law a partner is the agent of the other partners, whereas in Scots law "a [partnership] is a legal person distinct from the partners of whom it is composed" and so a partner is the agent of the partnership per se . This form of agency

1890-539: The goal of generating profit. An example of this is a sports club , which exists for the enjoyment of its members and thus would function well as an NFPO, with revenue being re-invested into improving the organization. These organizations typically file for tax exemption in the United States under section 501(c)(7) of the Internal Revenue Code as social clubs. Common ventures for which NFPOs are established include: Charities, as NFPOs, function under

1944-566: The interests of Jehovah's Witnesses. Since the formation of the International Bible Students Association, many other corporations sanctioned by the Governing Body have been used throughout the world to further the interests of Jehovah's Witnesses by supporting the activities of their respective branch offices in different countries, for example: In some countries, Jehovah's Witnesses use the corporation name Christian Congregation of Jehovah's Witnesses or

1998-403: The knowledge of the partner acting will be imputed to the other partners, or to the firm if a separate personality. The other partners or the firm are the principal and third parties are entitled to assume that the principal has been informed of all relevant information. This causes problems when one partner acts fraudulently or negligently and causes loss to clients of the firm. In most states,

2052-400: The other partners in the firm, their liability being joint and several, and in a corporation, all executives and senior employees with decision-making authority by virtue of their position have authority to bind the corporation. Other forms of implied actual authority include customary authority. This is where customs of a trade imply the agent to have certain powers. In wool buying industries it

2106-423: The partner will have apparent authority unless the third party knows that the authority has been compromised. Hence, if the partnership wishes to limit any partner's authority, it must give express notice of the limitation to the world. However, there would be little substantive difference if English law was amended: partners will bind the partnership rather than their fellow partners individually. For these purposes,

2160-416: The performance of their agreement. Conduct in good faith requires that each party proactively take action to assist the other in the realisation of their bargain, as opposed to mere abstention from obstructive behaviour. However, whether a party has acted in good faith must not be determined by reference to a moral or metaphysical notion of co-operation; this assessment must be based on an objective appraisal of

2214-467: The premise that any revenue generated should be used to further their charitable missions rather than distribute profits among members. This revenue might come from donations, fundraising, or other activities undertaken to support their charitable cause. Agency (law)#Agency relationships The law of agency is an area of commercial law dealing with a set of contractual , quasi-contractual and non-contractual fiduciary relationships that involve

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2268-408: The principal (s. 204), though he can always do so, before such authority has been so exercised (s. 203). Further, under s. 205, if the agency is for a fixed period, the principal cannot terminate the agency before the time expired, except for sufficient cause. If he does, he is liable to compensate the agent for the loss caused to him thereby. The same rules apply where the agent, renounces an agency for

2322-494: The principal and the agent, put upon that authority." This decision is heavily criticised and doubted, though not entirely overruled in the UK. It is sometimes referred to as "usual authority" (though not in the sense used by Lord Denning MR in Hely-Hutchinson , where it is synonymous with "implied actual authority"). It has been explained as a form of apparent authority, or "inherent agency power". Authority by virtue of

2376-462: The principal and third persons, any person (whether he has contractual capacity or not) may become an agent. Thus, a minor or a person of unsound mind can also become an agent. An allograph may be the opposite of an autograph – i.e. a person's words or name ( signature ) written by someone else. In law, an allograph is a document not written by any of the parties involved. In American law, Cheques (checks) written by an agent of behalf of, and with

2430-402: The principal is bound by the contract entered into by the agent, so long as the agent performs within the scope of the agency. A third party may rely in good faith on the representation by a person who identifies himself as an agent for another. It is not always cost effective to check whether someone who is represented as having the authority to act for another actually has such authority. If it

2484-414: The principal may have expressly conferred authority on the agent, or authority may be implied. Authority arises by consensual agreement, and whether it exists is a question of fact. An agent, as a general rule, is only entitled to indemnity from the principal if they have acted within the scope of their actual authority, and if they act outside of that authority they may be in breach of contract, and liable to

2538-445: The principal or bring them and third parties into contractual relationship. This branch of law separates and regulates the relationships between: The reciprocal rights and liabilities between a principal and an agent reflect commercial and legal realities. A business owner often relies on an employee or another person to conduct a business. In the case of a corporation, since a corporation can only act through natural person agents,

2592-547: The representations made. In the case of Watteau v Fenwick , Lord Coleridge CJ on the Queen's Bench concurred with an opinion by Wills J that a third party could hold personally liable a principal who he did not know about when he sold cigars to an agent that was acting outside of its authority. Wills J held that "the principal is liable for all the acts of the agent which are within the authority usually confided to an agent of that character, notwithstanding limitations, as between

2646-435: The standard provisions of vicarious liability. Whether the injured party wishes to sue the partnership or the individual partners is usually a matter for the plaintiff since, in most jurisdictions, their liability is joint and several . Agency relationships are common in many professional areas. An agent in commercial law (also referred to as a manager ) is a person who is authorized to act on behalf of another (called

2700-509: The terms are sometimes used interchangeably. An NFPO must be differentiated from a NPO as they are not formed explicitly for the public good as an NPO must be, and NFPOs are considered "recreational organizations", meaning that they do not operate with the goal of generating revenue as opposed to NPOs. An NFPO does not have the same obligation as an NPO to serve the public good, and as such it may be used to apply for tax-exempt status as an organization that serves its members and does not have

2754-416: The third party's position to believe that the agent was authorized to act, even if the principal and the purported agent had never discussed such a relationship. For example, where one person appoints a person to a position which carries with it agency-like powers, those who know of the appointment are entitled to assume that there is apparent authority to do the things ordinarily entrusted to one occupying such

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2808-477: The transactions that the agent is authorized to negotiate. The internal agency relationship may be dissolved by agreement. Under sections 201 to 210 of the Indian Contract Act 1872 , an agency may come to an end in a variety of ways: Alternatively, agency may be terminated by operation of law: The principal also cannot revoke the agent's authority after it has been partly exercised, so as to bind

2862-521: Was incorporated as Zion's Watch Tower Tract Society in Pennsylvania on December 15, 1884, with Russell as president. The corporation was officially renamed Watch Tower Bible and Tract Society in 1896; similar names had been in unofficial use since at least 1892. Watchtower Bible and Tract Society of New York, Inc. is a corporation used by Jehovah's Witnesses which is responsible for administrative matters, such as real estate, especially within

2916-673: Was founded in 1914 as a corporation of the Bible Students by Charles Taze Russell in London , England, and was the first legal corporation representing Russell's ministry in Europe . The Watch Tower Society stated in 1917 that the IBSA, along with its Pennsylvania and New York based corporations "were organized for identical purposes and they harmoniously work together." Other similarly named corporations operate in various countries to promote

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