Agency

Front 1

Liability in Tort if…

Back 1

(1) employment (assent, benefit, and control)
(2) Scope of employment

Front 2

What are the exceptions for vicarious liability of independent contractors?

Back 2

(1) ulta-hazardous activities;
(2) agency by estoppel

Front 3

Determining if act was withing scope of agency

Back 3

(1) conduct of the kind he was hired to do?
(2) intent to benefit the principal, even in part?
(3) frolic v. detour (new and independent journey vs. a mere departure from an assigned task)

Front 4

Exceptions to fact that intentional torts are typically outside the scope of agency

Back 4

(1) explicit direction by principal;
(2) motivated to serve principal;
(3) inherent in the nature of the job (e.g., bouncer)

Front 5

Actual Implied Authority definition

Back 5

Agent reasonably believes he has authority because of:
(1) necessity;
(2) custom;
OR
(3) prior dealings

Front 6

Apparent Authority definition

Back 6

(1) PRINCIPAL cloaks agent with authority
(2) 3rd party resaonably relies on the cloak.

Front 7

Ratification

Back 7

(1) Principal has knowledge of all material facts;
AND
(2) accepts the benefit of the contract

CONTRACT TERMS MUST NOT BE ALTERED

Front 8

Who can be sued if it's a partially-disclosed or undisclosed principal?

Back 8

Either the principal, agent, or BOTH

Front 9

what is prima facie proof of a partnership

Back 9

Sharing of profits

Front 10

Do partners have apparent authority?

Back 10

Yes, to carry on the usual partnership business

Front 11

What is Partnership by Estoppel

Back 11

If you hold yourself out as being a partner, then you are PERSONALLY LIABLE for any of the partnership obligations that arise from your representation

Front 12

Requirements for LLC

Back 12

Must meet 2 out of these 3:
(1) members control;
(2) Limited liquidity;
(3) Limited life

Front 13

Default Rules of Apportionment and Control

Back 13

Profits shared equally;
Losses share like profits;
Equal Control
No Salary

Front 14

What is Dissolution?

Back 14

Any material change in the status of a partner, including death or withdrawal

Front 15

Priority of Windup

Back 15

Outside creditors;
Inside creditors;
Capital contributions;
Profits or losses (must pay in, if necessary)

Front 16

Winding Up new business with old customers

Back 16

Partners retain apparent authority w/r/t existing and previous creditors to enter into new business UNTIL THEY RECEIVE NOTICE

Front 17

Winding Up New Business with New Customers

Back 17

No authority. Partners will be liable.