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According to that article: "There must be some act or some knowing omission on the part of the principal - if the agent alone acts to give the third party this

by mreome 6y ago

According to that article: "There must be some act or some knowing omission on the part of the principal - if the agent alone acts to give the third party this false impression, then the principal is not bound" which makes it seem that it would not just be a matter of the agent's (person who released the code) affiliation with EdgeFS, but also about what knowledge EdgeFS had and what actions (or more importantly lack of action) EdgeFS may have previously taken. The article also indicates "The agent must have been held out by someone with actual authority to carry out the transaction and an agent cannot hold himself out as having authority for this purpose." Which makes it seem that EdgeFS would not be bound to any actions taken by someone who they had never presented as having the authority to take those actions. So, very complex here, and appears that the issue of apparent authority is largely bound to a lot of other factors, not just association or lack thereof.

wegs 6y ago
It is complex, and none of us have the background to make this determination without knowing the full background of the case. However, the standard I learned here was pretty low. In my law class, the example of where apparent authority would apply was an employee wearing a UPS company uniform communicating something. An example of where it would not apply was a UPS employee selling obviously-stolen merchandise out of the back of a truck, claiming to do it on behalf of UPS. Given that this was: (a) In an official github repo from the organization (b) The announcement was made by the co-founder and CTO It would need to be a complex set of circumstance for apparent authority to NOT apply. I can come up with such circumstances which might apply, but it would have to be a lot more than just saying they didn't authorize their CTO to do this. If you can't take the statements of a CTO at face-value, the world of business would collapse. (And to re-emphasize: I am not a lawyer. "In my law class" should not convey I went to law school, and taking a couple of law classes does not a lawyer make).
- mreome 6y ago
  I was commenting based just on the limited info in the snippets posted. If the CTO/organization you noted it the one that owns the rights to the code, then I’d agree that apparent authority does seem to apply here. I had read into "After DDN’s acquisition ... subsequently improperly open sourced ... without DDN’s permission" to mean that the code had been acquired from another entity, but then someone associated with that entity which no longer had any rights to the code released it as open source.
ballenf 6y ago
FWIW, this doesn't appear to involve legal "agency" but instead authority of an officer of the company. Or status of someone claiming to be an officer. The agency criteria is much narrower and easier to challenge.

by mreome 6y ago

wegs 6y ago

It is complex, and none of us have the background to make this determination without knowing the full background of the case. However, the standard I learned here was pretty low. In my law class, the example of where apparent authority would apply was an employee wearing a UPS company uniform communicating something. An example of where it would not apply was a UPS employee selling obviously-stolen merchandise out of the back of a truck, claiming to do it on behalf of UPS. Given that this was: (a) In an official github repo from the organization (b) The announcement was made by the co-founder and CTO It would need to be a complex set of circumstance for apparent authority to NOT apply. I can come up with such circumstances which might apply, but it would have to be a lot more than just saying they didn't authorize their CTO to do this. If you can't take the statements of a CTO at face-value, the world of business would collapse. (And to re-emphasize: I am not a lawyer. "In my law class" should not convey I went to law school, and taking a couple of law classes does not a lawyer make).

mreome 6y ago
I was commenting based just on the limited info in the snippets posted. If the CTO/organization you noted it the one that owns the rights to the code, then I’d agree that apparent authority does seem to apply here. I had read into "After DDN’s acquisition ... subsequently improperly open sourced ... without DDN’s permission" to mean that the code had been acquired from another entity, but then someone associated with that entity which no longer had any rights to the code released it as open source.

ballenf 6y ago

FWIW, this doesn't appear to involve legal "agency" but instead authority of an officer of the company. Or status of someone claiming to be an officer. The agency criteria is much narrower and easier to challenge.