What fiduciary duties are owed by an agent to the principle define the duties?

DUTIES OF AGENT AND PRINCIPAL TO EACH OTHER

TOPIC 1. AGENT’S DUTIES TO PRINCIPAL

TITLE A. GENERAL FIDUCIARY PRINCIPLE

§ 8.01 General Fiduciary Principle

An agent has a fiduciary duty to act loyally for the principal’s

benefit in all matters connected with the agency relationship.

d(1). Remedies for breach of fiduciary duty—in general. An

agent’s breach of fiduciary duty may create several distinct bases on

which the principal may recover monetary relief or receive another

remedy. Under appropriate circumstances, an agent’s breach or

threatened breach of fiduciary duty is a basis on which the principal

may receive specific nonmonetary relief through an injunction. An

agent’s breach of fiduciary obligation may also furnish a basis on

which the principal may avoid or rescind a contract entered into

with the agent or a third party.

An agent’s breach also creates distinct bases on which the

principal may recover monetary relief. An agent’s breach subjects

the agent to liability for loss that the breach causes the principal.

See Restatement Second, Torts § 874. A breach of fiduciary duty

may also subject the agent to liability for punitive damages when the

circumstances satisfy generally applicable standards for their impo-

sition. For general standards applicable to awards of punitive dam-

ages, see Restatement Second, Torts § 908(2). In these respects, the

consequences of a breach of fiduciary duty do not differ from those

of other torts that an agent may commit against a principal.

The law of restitution and unjust enrichment also creates a

basis for an agent’s liability to a principal when the agent breaches a

fiduciary duty, even though the principal cannot establish that the

agent’s breach caused loss to the principal. If through the breach the

agent has realized a material benefit, the agent has a duty to

account to the principal for the benefit, its value, or its proceeds.

The agent is subject to liability to deliver the benefit, its proceeds, or

its value to the principalTTTT An agent must also account to the

principal for the value of the agent’s use of property of the principal

when the use violates the agent’s duty to the principal, although the

principal cannot establish that the use was harmfulTTTT If an

agent’s breach of duty is in connection with a transaction as or on

behalf of an adverse party, an alternate remedy that may be avail-

able to the principal is avoiding the transactionTTTT

(2). Remedies for breach of fiduciary duty—forfeiture of com-

missions and other compensation. An agent’s breach of fiduciary

duty is a basis on which the agent may be required to forfeit

commissions and other compensation paid or payable to the agent

during the period of the agent’s disloyalty. The availability of

forfeiture is not limited to its use as a defense to an agent’s claim for

Forfeiture may be the only available remedy when it is difficult

to prove that harm to a principal resulted from the agent’s breach or

when the agent realizes no profit through the breach. In many cases,

forfeiture enables a remedy to be determined at a much lower cost

to litigants. Forfeiture may also have a valuable deterrent effect

because its availability signals agents that some adverse conse-

quence will follow a breach of fiduciary duty.

Although forfeiture is generally available as a remedy for breach

of fiduciary duty, cases are divided on how absolute a measure to

apply. Some cases require forfeiture of all compensation paid or

payable over the period of disloyalty, while others permit apportion-

ment over a series of tasks or specified items of work when only

some are tainted by the agent’s disloyal conduct. The better rule

permits the court to consider the specifics of the agent’s work and

the nature of the agent’s breach of duty and to evaluate whether the

agent’s breach of fiduciary duty tainted all of the agent’s work or

was confined to discrete transactions for which the agent was

entitled to apportioned compensationTTTT

9. P Bank employs A, an advisor and facilitator, and

assigns A to work on a series of transactions. P Bank agrees to

compensate A by paying A an annual salary plus an amount to

be determined by P Bank on the basis of P Bank’s annual

profitability. Without P Bank’s knowledge or consent, during

A’s last year and a half working for P Bank, A accepts for A’s

personal account investment opportunities from three clients

with whom A worked on transactions on P Bank’s account. A

also does work on a fourth transaction in which A accepts no

such opportunity for A’s own account. All of A’s compensation

for the year and a half may be forfeited to P Bank. A’s

agreement with P Bank did not allocate A’s compensation on a

transaction-specific basis. A is also subject to liability to P Bank

for profits made by A, or property that A obtained, through A’s

receipt of material benefits from third parties. See § 8.02.

Some cases permit an agent to establish that the agent’s work

on balance was of benefit to the principal or require the principal to

establish that on balance it was damaged by the agent’s breach. The

better rule does not condition the availability of forfeiture as a

remedy on whether a principal can establish damage. The require-

ment that a principal establish damage is inconsistent with a basic

premise of remedies available for breach of fiduciary duty, which is

that a principal need not establish harm resulting from an agent’s

breach to require the agent to account. See Comments b and d(1).

The requirement may also tempt an agent to undertake conduct

that breaches the agent’s fiduciary duty in the hope that no harm

will befall the principal or that, if it does, the principal will be

unable to establish it or unable or unwilling to expend the necessary

resources required to litigate the question.

Likewise, the better rule does not allow an agent to offset

amounts otherwise forfeitable to the principal by showing benefits

gained by the principal through the agent’s work. The benefits

generated by a disloyal agent may be difficult to quantify, especially

when incentives created by the agent’s disloyalty reshape how the

agent performs assigned work.

TITLE B. DUTIES OF LOYALTY

§ 8.02 Material Benefit Arising Out of Position

An agent has a duty not to acquire a material benefit from a third

party in connection with transactions conducted or other actions taken

on behalf of the principal or otherwise through the agent’s use of the

b. Rationale. This rule stems from the ordinary expectation

that a person who acts as an agent does so to further the interests of

the principal and that it is the principal who should benefit from

turns of good fortune that may occur in connection with transac-

tions that the agent undertakes on the principal’s behalf. This

expectation may stem from the fact when an agent acts with actual

or apparent authority, the principal risks being bound by transac-

tions that may turn out to be disadvantageous to the principal in

An additional rationale for this rule stems from risks to a

principal’s interests that may arise when an agent pursues material

benefits from third parties in connection with actions taken on

behalf of the principal. For example, an agent’s interest in acquiring

a benefit from a third party may supersede the agent’s commitment

to obtain terms from the third party that are best from the stand-

point of the principal. Although the agent may believe that no harm

will befall the principal, the agent is not in a position disinterestedly

to assess whether harm may occur or whether the principal’s

interests would be better served if the agent did not pursue or

acquire the benefit from the third party. Only the principal can

assess the potential impact on the principal’s interests of an agent’s

anticipated receipt of a material benefit to be furnished by a third

party. By providing a material benefit to a person known to act as

an agent, a third party may become subject to liability to the

principal. A third party who provides substantial assistance or

encouragement to an agent in breaching the agent’s duty to the

principal is also subject to liability to the principalTTTT

1. P, who owns a racehorse, Grace, engages A, a jockey, to

ride Grace in an upcoming race. P agrees to pay A a fee of $500.

T, who has made a large bet that Grace will win the race,

promises to pay A $5000 if Grace wins the race. T asks A not to

tell P about T’s promise. Neither A nor T tells P about T’s

promise. Grace, ridden by A, wins the race. T pays A $5000. A

and T are subject to liability to P. A’s receipt of $5000 from T

breached A’s duty to P. T knowingly provided substantial assis-

tance and encouragement to A in A’s breach of duty to P. For

discussion of remedies available to P, see Comment eTTTT

The purpose of this rule is prophylactic. To establish that the

agent is subject to liability, it is not necessary that the principal

show that the agent’s acquisition of a material benefit harmed the

principal. The benefit realized by the agent can often be calculated

more readily than any harm suffered by the principal. However,

when the principal can establish that the agent’s conduct resulted in

harm to the principal, the principal may recover compensatory

Moreover, an agent’s acquisition of a material benefit may

breach this rule even though the agent’s ability to acquire the

benefit depends on achieving an outcome that may appear consistent

with the principal’s interests. In Illustration 1, P presumably wishes

that Grace will win the race, as do T and A. However, T’s promise to

pay A if Grace wins the race undermines P’s ability to exercise

control over A and may thwart P’s objectives as P understands

them. T’s promise may induce A to spur Grace on to assure that

Grace wins the race and A receives an additional $5000. However, P,

unbeknownst to A, may plan to enter Grace in another race that P

views as more important and thus may wish that Grace’s energies

not be overtaxed. Thus, the point of the rule is to focus the agent’s

efforts on furthering the principal’s interests as the agent reason-

ably understands them, taking into account manifestations made by

the principal. Permitting an agent’s focus to encompass additional

incentives offered by a third party is inconsistent with the singleness

of focus due the principalTTTT

3. P, who owns a used-car lot, employs A as its general

manager. A’s duties include contracting with suppliers of used

cars to replenish P’s inventory. One supplier, T, pays A $500 for

each car that A purchases for sale on P’s lot. A is subject to

liability to P. The payments A received from T are material

benefits that A acquired in connection with transactions A

4. Same facts as Illustration 3, except that T does not pay

A for cars that A purchases on behalf of P. Instead, T gives A a

three-year-old BMW, stating, ‘‘This is a gift from me to you in

gratitude for our good relationship.’’ Same result. A is subject to

e. Remedies. When an agent breaches the duty stated in this

section, the principal may recover monetary relief from the agent

and, in appropriate circumstances, from any third party who partici-

pated in the agent’s breach. A principal may avoid a contract

entered into by the agent with a third party who participated in the

agent’s breach of duty. The principal may recover any material

benefit received by the agent through the agent’s breach, the value

of the benefit, or proceeds of the benefit retained by the agent. The

principal may also recover damages for any harm caused by the

agent’s breach. If an agent’s breach of duty involves a wrongful

disposal of assets of the principal, the principal cannot recover both

the value of the asset and what the agent received in exchange. If a

principal recovers damages from a third party as a consequence of

an agent’s breach of fiduciary duty, the principal remains entitled to

recover from the agent any benefit that the agent improperly

received from the transactionTTTT

§ 8.03 Acting as or on Behalf of an Adverse Party

An agent has a duty not to deal with the principal as or on behalf of

an adverse party in a transaction connected with the agency relation-

b. Rationale. As a fiduciary, an agent has a duty to the

principal to act loyally in the principal’s interest in all matters in

connection with the agency relationship. See § 8.01. The rule stated

in this section is a specific application of this general principleTTTT

A principal may consent to conduct by an agent that would

otherwise constitute a breach of the agent’s dutyTTTT

1. P Corporation, which sells fabric-forming systems used

for purposes such as lining ditches, uses polypropylene fabric as

a principal component in constructing systems. P Corporation

hires A to make sales and perform marketing functions. A’s

duties do not involve negotiating the terms of P Corporation’s

purchase of polypropylene fabric. Unbeknownst to P Corpora-

tion, A owns one-half of the equity of T Corporation, the

principal supplier of polypropylene to P Corporation. A has

breached A’s duty to P Corporation. A’s ownership interest in T

Corporation makes A an adverse party in P Corporation’s

dealings with T Corporation.

2. Same facts as Illustration 1, except that A tells C, P

Corporation’s President, that A owns an interest in T Corpora-

tion. P Corporation, through C, has knowledge that in dealing

with T Corporation, it deals with A as an adverse party.

A principal’s knowledge that an agent deals as or on behalf of

an adverse party does not relieve the agent of duties to the principal

in connection with that transaction. Under the rule stated in § 8.06,

the agent has a duty to deal fairly with the principal and to disclose

to the principal all facts of which the agent has notice that are

reasonably relevant to the principal’s exercise of judgment, unless

the principal has manifested that the principal already knows them

or does not wish to know them. Thus, a principal’s knowledge that

its agent acts as or on behalf of an adverse party does not convert

the relationship between principal and agent into an arm’s-length

relationship. Moreover, as stated in § 8.11, an agent has a duty to

use reasonable effort to furnish information to the principal al-

though the agent does not deal as or on behalf of an adverse party.

3. Same facts as Illustration 2, except that A knows that T

Corporation is well along in the process of developing a new line

of polypropylene fabric that could be superior for P Corpora-

tion’s purposes. A has a duty to disclose this fact to P Corpora-

tion. That a superior product is in the offing is a fact that a user

of the current product would reasonably take into account in

determining how much of the current product to purchaseTTTT

Throughout the duration of an agency relationship, an agent has a

duty to refrain from competing with the principal and from taking action

on behalf of or otherwise assisting the principal’s competitors. During

that time, an agent may take action, not otherwise wrongful, to prepare

for competition following termination of the agency relationship.

§ 8.05 Use of Principal’s Property; Use of Confidential Infor-

(1) not to use property of the principal for the agent’s own purposes

or those of a third party; and

(2) not to use or communicate confidential information of the prin-

cipal for the agent’s own purposes or those of a third party.

b. Use of principal’s property. An agent who has possession of

property of the principal has a duty to use it only on the principal’s

behalf, unless the principal consents to such use. See § 8.06. This

rule is a specific application of an agent’s basic fiduciary duty stated

in § 8.01TTTT The rule is also a corollary of a principal’s right, as an

owner of property, to exclude usage by others. An agent is subject to

this duty whether or not the agent uses property of the principal to

compete with the principal or causes harm to the principal through

the use. An agent may breach this duty even when the agent’s use is

beneficial in some sense to the property or to the principal. An agent

is subject to liability to the principal for any profit made by the

agent while using the principal’s property when the use facilitates

making the profit, or otherwise for the value of the use.

1. P, who owns a stable of horses, employs A to take care

of them. While P is absent for a month, and without P’s

consent, A rents the horses to persons who ride them. Although

being ridden is beneficial to the horses, A is subject to liability

to P for the amount A receives for the rentals.

2. Same facts as Illustration 1, except that A permits A’s

friends to ride P’s horses for free during P’s absence. A is

subject to liability to P for the value of the use made of the

§ 8.06 Principal’s Consent

(1) Conduct by an agent that would otherwise constitute a breach of

duty as stated in §§ 8.01, 8.02, 8.03, 8.04, and 8.05 does not constitute a

breach of duty if the principal consents to the conduct, provided that

(a) in obtaining the principal’s consent, the agent

(ii) discloses all material facts that the agent knows, has

reason to know, or should know would reasonably affect the

principal’s judgment unless the principal has manifested that

such facts are already known by the principal or that the

principal does not wish to know them, and

(iii) otherwise deals fairly with the principal; and

(b) the principal’s consent concerns either a specific act or

transaction, or acts or transactions of a specified type that could

reasonably be expected to occur in the ordinary course of the agency

(2) An agent who acts for more than one principal in a transaction

between or among them has a duty

(a) to deal in good faith with each principal,

(b) to disclose to each principal

(i) the fact that the agent acts for the other principal or

(ii) all other facts that the agent knows, has reason to

know, or should know would reasonably affect the principal’s

judgment unless the principal has manifested that such facts

are already known by the principal or that the principal does

not wish to know them, and

(c) otherwise to deal fairly with each principal.

b. In general. This section defines the circumstances under

which conduct of a principal is effective as consent to conduct by an

agent that would otherwise constitute a breach of the agent’s duties

Common-law agency does not accord effect to all manifestations

of assent by a principal that purport to eliminate or otherwise affect

the fiduciary duties owed by an agent. This is so for two distinct

reasons: (1) the law, and not the parties, determines whether a

particular relationship is one of agency as defined in § 1.01; and (2)

the law imposes restrictions on the efficacy of a principal’s manifes-

tations of assent in the interest of safeguarding the principal’s

intention in creating a relationship of common-law agencyTTTT

Moreover, although a person may empower another to take

action without regard to the interests of the person who grants the

power, the law applicable to relationships of agency as defined in

§ 1.01 imposes mandatory limits on the circumstances under which

an agent may be empowered to take disloyal action. These limits

serve protective and cautionary purposes. Thus, an agreement that

contains general or broad language purporting to release an agent in

advance from the agent’s general fiduciary obligation to the princi-

pal is not likely to be enforceable. This is because a broadly sweep-

ing release of an agent’s fiduciary duty may not reflect an adequate-

ly informed judgment on the part of the principal; if effective, the

release would expose the principal to the risk that the agent will

exploit the agent’s position in ways not foreseeable by the principal

at the time the principal agreed to the release.

n contrast, when a principal consents to specific transactions or

to specified types of conduct by the agent, the principal has a

focused opportunity to assess risks that are more readily identifi-

able. Likewise, when a principal consents after-the-fact to action

taken by an agent that would otherwise breach the agent’s fiduciary

duty to the principal, the principal has the opportunity to assess

what the agent has done with a degree of specificity not available

before the agent takes actionTTTT

An agent bears the burden of establishing that the require-

ments stated in this section have been fulfilledTTTT

TITLE C. DUTIES OF PERFORMANCE

§ 8.07 Duty Created by Contract

An agent has a duty to act in accordance with the express and

implied terms of any contract between the agent and the principal.

§ 8.08 Duties of Care, Competence, and Diligence

Subject to any agreement with the principal, an agent has a duty to

the principal to act with the care, competence, and diligence normally

exercised by agents in similar circumstances. Special skills or knowledge

possessed by an agent are circumstances to be taken into account in

determining whether the agent acted with due care and diligence. If an

agent claims to possess special skills or knowledge, the agent has a duty

to the principal to act with the care, competence, and diligence normally

exercised by agents with such skills or knowledge.

c. Duty of competence. The specific skills that an agent must

possess to be competent depend on the nature of the service that the

agent undertakes to provide and the circumstances under which it

will be provided, such as the magnitude and complexity of transac-

tions that the agent will conduct on the principal’s account. For

example, an agent may be competent to lease apartments in a

residential building but lack the competence required to negotiate a

complex lease of commercial space.

If an agent undertakes to perform services as a practitioner of a

trade or profession, the agent ‘‘is required to exercise the skill and

knowledge normally possessed by members of that profession or

trade in good standing in similar communities’’ unless the agent

represents that the agent possesses greater or lesser skill. Restate-

ment Second, Torts § 299A. An agent may reasonably be expected to

know at least the basic rules and practices under which the agent’s

industry or profession operatesTTTT

An agent’s level of skill or knowledge may exceed the norm for

similarly situated agents. Alternatively, an agent may falsely repre-

sent that this is so. An agent’s performance should be evaluated

consistently with the agent’s claimed level of skill or knowledge

unless the agent establishes that the principal knew the agent’s

claim to be false. The agent’s professed level of skill or knowledge

becomes the standard against which the agent’s performance should

be assessed. For a comparable rule applicable to trustees, see Re-

statement Third, Trusts § 77(3) (Tentative Draft No. 4, 2005).

When an agent does not claim to possess special skills or knowledge

but in fact has a level of skill or knowledge that exceeds the norm,

the trier of fact may consider the agent’s actual knowledge and skills

in determining whether the agent acted with due care under the

circumstances. See Restatement Third, Torts: Liability for Physical

Harm § 12, Comment a (Proposed Final Draft No. 1, 2005). An

actor’s actual state of knowledge will always be relevant to deter-

mining whether the actor behaved with due care, regardless of the

source of that knowledge. Id., Comment a. An actor’s knowledge and

skills are combined to a degree that makes it difficult to disaggre-

d. Duty of diligence. An agent’s duty of diligence requires the

agent to bring the agent’s competence to bear on matters undertak-

en on behalf of the principal. Ordinarily, the scope of an agent’s

duty to be diligent is limited by the scope of the services the agent

undertakes to perform for the principal. The scope of an agent’s

duty may be expanded by contract or by the existence of a special

relationship of trust and confidence between agent and principal.

For example, a securities broker’s duty of diligence to a client who

directs trading in the client’s own account (a ‘‘nondiscretionary’’

account) is limited to executing the client’s orders to purchase and

sell securities in the account and does not extend to advising the

client or issuing risk warnings on an ongoing basis. In contrast, a

securities broker’s duty may include the provision of advice and

warnings when the broker’s relationship with the client is one in

which the client’s trust and confidence are invited by the broker and

Although an agent has a duty of diligence, that duty is to make

reasonable efforts to achieve a result and not a duty to achieve the

result regardless of the effort, risk, and cost involved. If an agent

makes a reasonable effort, the agent is not subject to liability to the

principal if the effort fails to accomplish the end desired by the

§ 8.09 Duty to Act Only Within Scope of Actual Authority and

to Comply with Principal’s Lawful Instructions

(1) An agent has a duty to take action only within the scope of the

agent’s actual authority.

(2) An agent has a duty to comply with all lawful instructions

received from the principal and persons designated by the principal

concerning the agent’s actions on behalf of the principal.

b. Duty to act only within scope of actual authority. TTT

If an agent takes action beyond the scope of the agent’s actual

authority, the agent is subject to liability to the principal for loss

caused the principal. The principal’s loss may stem from actions

taken by the agent with apparent authority, on the basis of which

the principal became subject to liability to third partiesTTTT

§ 8.10 Duty of Good Conduct

An agent has a duty, within the scope of the agency relationship, to

act reasonably and to refrain from conduct that is likely to damage the

TOPIC 2. PRINCIPAL’S DUTIES TO AGENT

§ 8.13 Duty Created by Contract

A principal has a duty to act in accordance with the express and

implied terms of any contract between the principal and the agent.

A principal has a duty to indemnify an agent

(1) in accordance with the terms of any contract between them; and

(2) unless otherwise agreed,

(a) when the agent makes a payment

(i) within the scope of the agent’s actual authority, or

(ii) that is beneficial to the principal, unless the agent acts

officiously in making the payment; or

(b) when the agent suffers a loss that fairly should be borne by

the principal in light of their relationship.

b. Agent’s right to indemnification—in general. In general, a

principal’s obligation to indemnify an agent arises when the agent

makes a payment or incurs an expense or other loss while acting on

behalf of the principal. An agent’s actions on behalf of a principal

may result in pecuniary loss for the agent. For example, an agent

may be required to make payments to third parties to carry out the

agent’s work for the principal. Actions taken by an agent may also

result in litigation against the agent brought by third parties with

whom the agent has interacted on the principal’s behalf. A contract

between a principal and an agent may anticipate the possibility that

the agent will incur pecuniary losses, specify when and to what

extent the principal has a duty to indemnify the agent, and prescribe

procedures to be followed by the agent in claiming rights to indem-

In the absence of such a contract, a principal has duties to

indemnify the agent as stated in subsection (2). If an agent acts with

actual authority in making a payment to a third party, the principal

has a duty to indemnify the agent unless otherwise agreed.

1. P retains A, an import broker, to handle importation of

a large quantity of herbicide. A learns that the amount of duty

payable on the herbicide will exceed a prior estimate given by

the customs service because the herbicide contains various

chemicals not listed on its label. Fearing forfeiture of the

security bond A has posted for the duty, A pays the additional

amount under protest and seeks indemnity from P. P has a duty

to indemnify A. A acted with actual authority in making the

d. Rights to indemnification in connection with litigation. In

the absence of an express contractual provision that requires the

principal to indemnify an agent in connection with litigation against

the agent, a principal has a duty to indemnify the agent against

expenses and other losses incurred by the agent in defending against

actions brought by third parties if the agent acted with actual

authority in taking the action challenged by the third party’s

§ 8.15 Principal’s Duty to Deal Fairly and in Good Faith

A principal has a duty to deal with the agent fairly and in good faith,

including a duty to provide the agent with information about risks of

physical harm or pecuniary loss that the principal knows, has reason to

know, or should know are present in the agent’s work but unknown to

b. Duty to deal with agent fairly and in good faith. A principal

has a duty to deal fairly and in good faith with an agent. This duty

does not supersede the principal’s power to terminate the agent’s

authority as stated in § 3.10(1). This general duty encompasses

more specific duties. The general duty obliges the principal to

refrain from engaging in conduct that will foreseeably result in loss

for the agent when the agent’s own conduct is without fault.

1. P Corporation, wishing to do business in Taiwan, en-

gages A as its general manager in Taiwan. P Corporation

designates A as its ‘‘responsible person’’ or legal representative

in Taiwan, which requires such a designation to conduct busi-

ness in the country. As P Corporation’s designated ‘‘responsible

person,’’ A affixes A’s ‘‘chop’’ or signature-equivalent, to tax

returns that P Corporation prepares and files in Taiwan. Hav-

ing decided to cease doing business in Taiwan, P Corporation

terminates A’s engagement but does not remove its designation

of A as its ‘‘responsible person,’’ although A requests several

times that P Corporation do so and tells P Corporation that A is

concerned that A may be subject to liability in the event of tax-

related disputes between P Corporation and Taiwan. Taiwan

assesses a tax liability against P Corporation that P Corporation

contests and then, following an adverse final determination,

does not pay. Taiwanese authorities notify A that A is forbidden

to leave the country until its tax dispute with P Corporation is

resolved. P Corporation has breached its duty of good faith. P

Corporation is subject to liability for loss suffered by A, includ-

ing attorney’s fees incurred by A to resolve A’s predicamentTTTT

What are three 3 important duties the owed by the agent to the principal?

What are the fiduciary duties of an agent to her principal quizlet?

What duties does a principal owe to its agent?

What are the duties owed by an agent of the principal quizlet?