Agency Partnership Bar

Front 1

Agency

Back 1

1) Reqs: Pr capacity, consent, agreement

2) AG Duties: Loyalty, Care, Obedience

3) PR Duties: reas compensation, reimbursement, indemnification, cooperation

4) K Liablity: An Ag acting w/any form of authority is capable of binding Pr in K to 3P.
a) Actual
b) Apparent
c) Ratification
d) Termination

5) Ag Liability to 3P: Ag only NOT responsible if fully-disclosed Ag (3P knew Ag acting on P's behalf + 3P knew Pr's identity).

6) Tort Liability: Employer vicariously liable for torts committed by employees acting w/in scope of employment, but not for IC's torts.
a) Employee/IC test: Factors include Employer's right to control the time, place, manner of work.
b) Scope of employment: conduct at employer's direction or motivated to serve employer (detours, not frolics nor intentional torts unless typical for job or benefits employer).

Front 2

Partnership

Back 2

1) association of 2 or more persons to carry on as co-owners a business for profit. A Joint Venture is Pship of limited scope/purpose.

2) No writing necessary, unless for specific term > 1 yr (SOF).

3) Factors: share profits, share losses, contributions, agreement, business name.

4) Duties: Loyalty, Care, GF & Fair Dealing.

5) P Liability: each P liable personally, but secondarily, for Pship debts. Personal liability is J+S (creditor can collect entire amt from P, but P entitled to contribution).

Front 3

Ending a Partnership

Back 3

1) Dissociation (express will, death, bankruptcy, expulsion of P), Dissolution (unless Ps waive dissolution), Winding Up, Termination.

2) Distribution of assets: creditors' debt, Ps debt, return Ps capital, profits.

Front 4

Limited Liablity Partnership

Back 4

1) File Statement of Qualification w/Sec of State
2) Name says LLP
3) Liability of Ps: not liable for Pship debt, but liable for own debt/torts.

Front 5

Limited Partnerships

Back 5

1) ULPA
2) File Certificate of LP (failure = Pship)
3) Name: include LP. If named person, then GP.
4) P classes: General Ps (manage + personally liable for Pship debts) or Limited Ps (not manage + not personally liable).

Front 6

Limited Liability Companies (LLCs)

Back 6

1) Formation: Filing Certificate of Formation, Name LLC, and Optional- LLC Agreement.

2) Owners: "members"
a) Unanimous to get in/out, but assignment ok (get profit, lose mgmt rights unless ok).
b) If sell, remaining members must consent to continue LLC or dissolves in 90 days.

3) Member-management (default) or manager-management.

4) Voting: maj based on capital contribution.

5) Liability: LLC responsible (not members), unless veil piercing.

Front 7

Veil Piercing

Back 7

Disregard of Corp Entity. 3-Part Test:
1) 3P inj by Corp in tort/unpaid K,
2) Formalities not followed or grossly undercapitalized.
3) Injustice