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23 Cards in this Set

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vicarious liability
"Principal will be liable for torts committed by agent if (a) a principal-agent relationship exits; and (b) the tort was committed by the agent w/in the scope of the relationship"
V/L relationooship
assent, benefit and control
V/L for I/C
no V/L unless (1) ultra-hazardous activity or (2) estoppel - held him out as an EE
outside of V/L scope?
frolic - a new and independent journey

detour - a mere and limited departure from an assigned task
V/L intentional torts
outside of scope, unless (1) authorized; (2) natural, given the empt; or (3) if conduct was motivated by a desire to serve the P
liability for K's, generally
"the principal is liable for Ks entered into by its agent if the principal authorized the agent to enter the K"
actual express authority
can be oral, except for land ≥ 1 year, which must be in writing

revocation by unilateral act or death of either party, unless durable power of attorney
actual implied authority
agent reasonably believes he has authority b/c of

necessity - w/in an expressly authorized task

custom - to the A's title and position

prior dealings -
apparent authority
(1) if principal cloaked A with the appearance of authority; and (2) 3rd party reasonably relied on the appearance of authority
ratification
authority granted after the K has been entered if P has knowledge of the material facts and P accepts its benefits

NY: ratification is not valid if the entire deal was not complete
duties owed by A to P
to exercise reasonable care; to obey reasonable instructions; duty of loyalty (no self dealing; usurping; secret profits)
Partnership formation
a general partnership is an association of two or more persons carrying on as co-owners of a business for profit;

no formalities;

contribution of money or services in return for a share of profits is prima facie evidence of a partnership
partnership's liabilities to 3rd parties
partners are agents of the partnership

general partners are personally liable for the debts (but incoming partners are not generally liable for preexisting debts)

outgoing partners are liable for debts until notice of their withdraw has been given to all known or potential creditors

liability ceases upon death
liability by estoppel
one who represents to a 3rd party that a partnership exists will be liable, even if none (like if she's just a lender)
limited partnership
a partnership w/ at least one general and one limited partner

formation: must file a limited partnership certificate w/names of generals
liability and control of limited partnership
general partners are personally liable but have right to manage;

limited partners get neither
RLLP
registered limited liability partnerships

must file certificate naming profession

no partner will be liable except personal wrongdoing
LLC
owners get same limited liabilities of S/H of corp, but tax of a partnership

formation by filing articles of organization and summary in 2 newspapers weekly for 6 weeks
fiduciary duties of partnershp
Ps are fiduciaries of each other and the partnership;

so duty of loyalty (self dealing, usurpation, secret profits)

only remedy is the action for accounting
splitting profit and loss
absent agreement, profits shared equally

absent agreement, losses shared like profits
dissolution
any material change in the partnership caused by death or withdrawal of any partner will cause automatic dissolution

Ps get paid for winding up
liability during dissolution
partnership retains liability on all transactions entered into and also new transactions until notice of dissolution is given to all known and potential creditors
priority of distribution during winding up
each level must be fully satisfies

1) creditors, including Ps who have made loans to the Pship

2) capital contributions by partners must be paid, so if there isn't enough, then the partnership has a loss and that must be shared equally

3) profits