implied, or as the Restatement (Agency Second, section 8A) calls it 'inherent' ... authority." Rednor & Kline, 196 A.2d at 358. In this way, the Supreme Court of Pennsylvania recognized that the only difference between the inherent authority as outlined in Section 161 of the Restatement (Second) of Agency and the equitable authority they had enforced for years based on one's position with the principal was a matter of names and semantics.
Therefore, recently, in Rothman v. Fillette, 503 Pa. 259, 469 A.2d 543, the Court noted a situation where express and apparent authority did not apply, and stated that "under these circumstances, we believe applicable here the long recognized principle that where one of two innocent persons must suffer because of the fraud of a third, the one who has accredited him must bear the loss." Rothman, 503 Pa. 259, 469 A.2d 543, 545 (Pa. 1983). The Court went on to note that Pennsylvania case law supports the idea that "the fact that the agent has wronged his principal through the agent's unlawful act does not provide a predicate for insulating the principal against the harm caused by the agent at the expense of the innocent third party who had no responsibility for the conduct of the agent." 469 A.2d at 546, citing Keller v. N.J. Fidelity and Glass Insurance Co., 306 Pa. 124, 159 A. 40 (Pa. 1932); Williams v. Cook, 289 Pa. 207, 137 A. 232 (Pa. 1927); and Rykaczewski v. Kerry Homes, 192 Pa. Super. 461, 161 A.2d 924, 926 (Pa. Super. 1960).
It is consequently very clear that Pennsylvania has adopted the law contained in the Restatement (Second) of Agency §§ 8A and 161. As such, and because of the discussion above, CoreSource and Mr. Warren were vested with the inherent authority to compromise the lien and make the settlement in this case. We note without deciding that Buck is not left without a remedy, as it may no doubt seek remuneration from CoreSource. Because we find no bad faith, vexatious reasoning, or actions without justification on the part of Buck, we decline to award attorneys' fees and costs.
IV. CONCLUSIONS OF LAW
Consistent with the foregoing findings of fact and discussion, we state the following conclusions of law pursuant to Fed.R.Civ.P.52(a):
1. CoreSource and Mr. Warren were the general agent of Buck.
2. CoreSource and Mr. Warren had the inherent authority to act on Buck's behalf in negotiating the workers' compensation lien in settlement talks between Plaintiffs and Defendants.
3. Buck is bound by the April 22, 1997 lien compromise and settlement agreed to by its agents CoreSource and Mr. Warren.
4. Plaintiffs Angel and Priscilla Ortiz and Defendants are entitled to have the lien compromise and overall settlement as approved by us on April 22, 1997 enforced.
5. There has been no showing of bad faith, vexatious reasoning, or actions without justification. Attorney's fees and costs will therefore not be awarded in this case.
An appropriate order follows.
AND NOW, this 13th day of August, 1997, in consideration of the evidence presented at a hearing in open court on June 13, 1997; Plaintiffs' Petition for Enforcement of Order Approving Settlement Agreement and For Joinder of Buck Company as a Plaintiff filed May 13, 1997; Plaintiff The Buck Company's response thereto filed June 5, 1997; Plaintiffs Ortiz's Proposed Findings of Fact and Brief filed July 1, 1997, as joined by Defendants Chester Hoist and Lift Tech International on July 14, 1997; Plaintiff The Buck Company's Proposed Findings of Fact and Brief filed July 16, 1997; Plaintiff Ortiz's Response thereto filed July 18, 1997; and Defendant Duff-Norton Company's Proposed Findings of Fact and Brief filed July 23, 1997, and consistent with the foregoing opinion, the court hereby ORDERS and FINDS as follows:
1. Plaintiffs' Petition for Enforcement of Order Approving Settlement Agreement and For Joinder of Buck Company as a Plaintiff filed May 13, 1997 is GRANTED.