Dear Nazanin Barns,

It was a pleasure speaking with you and hearing about your situation. I have had some
time to reflect on our conversation and have concluded that I do not believe you will need to pay
these charges. I have set out my reasons below.
This is a question of agency law, which is when somebody (Astrid) acts on behalf of
someone else (you). It should be noted that there are no statutes or laws that govern this area of
law. It is all common law (court-made) and has been consolidated into a general guidance of
rules, which is what this analysis is based upon. For this reason, if you decided to look yourself
for any kind of agency laws, it is unlikely that you will find any.
Every agent relationship requires an agent, principal, and a third-party. If there was an
agency relationship, which I will discuss below, then Astrid is the agent, you are the principal,
and the three contracted companies are the third parties. Once we have the necessary parties,
there are three elements that must be met: mutual assent to the relationship, control of the agent
by the principal, and a fiduciary relationship. Restat 3d of Agency, § 1.01. There is a strong
argument that Astrid was your agent, although you may not be liable for her actions.
The first element is a mutual assent to the relationship. Assent is manifested through
written or spoken works or similar conduct. Restat 3d of Agency, § 1.03. You gave Astrid assent
by asking her to study and do research for your business, and she gave her assent by accepting
those duties. The next element to meet is control. You had control of Astrid because you told her
what to do and what her job was. Although Astrid had a different interpretation of what her job
entailed, you nonetheless controlled the work that she did. Even if you were not Astrid’s agent,
Rita, acting on behalf of you, could have been the principal of Astrid, thus making her an agent.
Finally, there was a fiduciary relationship because you both relied on each other and developed a
working relationship.
Even though there was an agency relationship, Astrid did not have authority to enter into
the contracts with the three third parties. For an agent to make a principal reliable, they must
have either actual or apparent authority. Actual authority is when the agent reasonably believes
the principal wishes the agent to take the action. Restat 3d of Agency, § 2.01. To have actual
authority, it would need to be shown that conducting live trials was a part of doing research. It is
unlikely that this could be proved. For that reason, Astrid did not have actual authority to enter
into contracts on your behalf.
The other type of way that an agent can bind a principal is when they have apparent
authority. Apparent authority is present when the third parties reasonably believes the agent has
the authority to act on behalf of the principal and that belief is traceable to the principal’s
manifestations. Restat 3d of Agency, § 2.03. The third parties may have reasonably believed that
Astrid had the authority to act on your behalf because of the way she presented herself and
signed saying that she was an agent. However, she was not, and you never manifested to the third
parties that she could act on your behalf. If the third parties had done a little due diligence and
checked in with you, they quickly would have learned that Astrid did not have the authority to
enter into these contracts.
If all of this analysis was wrong, which I doubt it is, there is still likely one more
argument that you have. To discuss this, I would need to know: Did the three third party
companies know that Astrid was acting on behalf of you? If they did not, then you would be
considered an undisclosed principal. In a scenario with an undisclosed principal, all three parties
(principal, agent, and the 3rd party) are liable for the contract. This is compared to a normal agent
relationship with a disclosed principal, where only the principal and the 3rd party are liable for
the contract. When an undisclosed principal has liable from a third party based on an agent’s
acts, the principal is not liable if they did not know what the agent was doing so they could not
take reasonable steps to stop them. Restat 3d of Agency, § 2.05. If Astrid did not make it clear
that you were the principal she was working on behalf of, then it is likely that she can be held
liable for the contracts, as opposed to you. This would be a strong to be able to fight the bills and
not pay, instead putting the liability on Astrid.
To recap, Astrid was your agent but she did not have actual or apparent authority to enter
into contracts for you. and even if she was you, were an undisclosed principal. All of these
conclusions leave you not liable. I would recommend that you do not pay the contracts and
instead fight them. If the companies take you to court, it is likely that a court would come to the
similar conclusions and will find you to not be liable. Please let me know of any questions or
concerns.

Best,

Alexis Pearson