Mini Review

Question 1

Agency mini review

Answer 1

Agency

1. Principal’s liability for agent’s torts
   a. Assent, benefit, control + scope
   b. No vicarious liability for independent contractors’ torts
   c. Intentional torts are genearally outside scope
2. Principal’s liability for Agent’s Ks
   a. Actual express authority→ oral except for land. Revocable unless durable.
   b. Actual implied authority→ necessity, custom, prior acquiescence
   c. Apparent authority = principal cloaks + 3rd party relies
   d. ratification = knowledge + acceptance of benefits
   e. authorized agents are NOT liable unless undisclosed principal
3. Duties agent owes to principal
   a. Care
   b. Obedience
   c. Loyalty

Question 2

Partnership mini review

Answer 2

1. Formation—
   a. no general partnership formalities
   b. association, 2 or more persons, carrying on, co-owners, business for profit.
2. Liabilities to 3rd parties
   a. general partners are liable for all partnership obligations
   b. estoppel→ representors are liable as if general partners
3. Relations between partners
   a. Fiduciaries → accounting for profits.
   b. Only a share of profits is liquid, transferable, personal property.
   c. Without an agreement, equal control, no salary, equal profits AND losses just like profits
4. Dissolution
   a. Priority
   i. All creditors for sure.
   ii. All capital for sure
   iii. Profits if any shared equally without an agreement
   b. Distribution rule
   i. EACH PARTNER MUST receive loans and capital plus their share of profits, but also minus their share of losses
5. Alternative unincorporated business organizations
   a. Limited partners + registered limited liability partners + LLC members all have limited liability