Texas Bar 2010 Agency/partnership

Front 1

Agency/Partnership

Back 1

Agency/Partnership

Front 2

What is actual authority of an agent?

Back 2

Authority agent reasonable believes he has based on dealings w/ principal
- express actual authority: contained in 4 corners of agency agreement
- implied actual authority: reasonable implied by action of the principal

Front 3

When does implied actual authority arise?

Back 3

1. Incidental to express authority
2. Arising out of a custom known to the agent
3. Emergency
4. Pay for and accept goods

Front 4

When does agent authority terminate?

Back 4

1. Lapse of a specific reasonable time
2. Happening of a specific event
3. Change in circumstance
4. Breach of fiduciary duty
5. Either party's unilateral termination
6. Operation of law - death, loss of capacity

Front 5

What is apparent authority?

Back 5

- Occurs when a principal holds out someone as having authority to a 3rd party
- Induces 3rd party to rely on the authority
- Doesn't matter what happened b/t P and A

Front 6

What happens when a principal ratifies an agent's conduct?

Back 6

Gives transaction retroactive effect even if A had no authority.
Requirements:
1. P must know (or have reason to know) all material facts
2. accept the entire transaction
3. have capacity

Front 7

When is a principal liable to a 3rd party for K entered by agent?

Back 7

If agent had valid authority

Front 8

When is the agent liable to the 3rd party?

Back 8

- If P undisclosed or partially disclosed
- A can sue P for reimbursement?

Front 9

What is the defintion of a partnership?

Back 9

Association of 2+ persons to carry on as co-owners of a business for profit

Front 10

Who can bind the partnership?

Back 10

- Partner with actual or apparent authority
- actual authority gained by:
1. majority in interest vote for matters in ord. course of biz
2. all partners for matter outisde ord. course of biz.

Front 11

Can a partner with apparent authority bind the partnership?

Back 11

Yes, unless 3rd party knew partner had no actual authority to bind.

Front 12

Are partners liable for K and tort of partnership?

Back 12

Yes, each partner jointly and severably liable with rights of contribution
- personal J not binding unless partner served
- incoming Ps not liable for events committed before joining
- withdrawn Ps liable for stuff that happened before leaving

Front 13

What is an LLP?

Back 13

- partners not liable for negligence of other partners
- or K obligations of LLP

Front 14

What is a limited partnership?

Back 14

- must have at least one GP, who is liable
- LPs are not liable
- GP may be a corporation
- must file w/ SoS and have LP, Ltd or Limited P/S in name