Agency

Front 1

vicarious liability

Back 1

"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"

Front 2

V/L relationooship

Back 2

assent, benefit and control

Front 3

V/L for I/C

Back 3

no V/L unless (1) ultra-hazardous activity or (2) estoppel - held him out as an EE

Front 4

outside of V/L scope?

Back 4

frolic - a new and independent journey

detour - a mere and limited departure from an assigned task

Front 5

V/L intentional torts

Back 5

outside of scope, unless (1) authorized; (2) natural, given the empt; or (3) if conduct was motivated by a desire to serve the P

Front 6

liability for K's, generally

Back 6

"the principal is liable for Ks entered into by its agent if the principal authorized the agent to enter the K"

Front 7

actual express authority

Back 7

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

Front 8

actual implied authority

Back 8

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 -

Front 9

apparent authority

Back 9

(1) if principal cloaked A with the appearance of authority; and (2) 3rd party reasonably relied on the appearance of authority

Front 10

ratification

Back 10

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

Front 11

duties owed by A to P

Back 11

to exercise reasonable care; to obey reasonable instructions; duty of loyalty (no self dealing; usurping; secret profits)

Front 12

Partnership formation

Back 12

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

Front 13

partnership's liabilities to 3rd parties

Back 13

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

Front 14

liability by estoppel

Back 14

one who represents to a 3rd party that a partnership exists will be liable, even if none (like if she's just a lender)

Front 15

limited partnership

Back 15

a partnership w/ at least one general and one limited partner

formation: must file a limited partnership certificate w/names of generals

Front 16

liability and control of limited partnership

Back 16

general partners are personally liable but have right to manage;

limited partners get neither

Front 17

RLLP

Back 17

registered limited liability partnerships

must file certificate naming profession

no partner will be liable except personal wrongdoing

Front 18

LLC

Back 18

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

Front 19

fiduciary duties of partnershp

Back 19

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

Front 20

splitting profit and loss

Back 20

absent agreement, profits shared equally

absent agreement, losses shared like profits

Front 21

dissolution

Back 21

any material change in the partnership caused by death or withdrawal of any partner will cause automatic dissolution

Ps get paid for winding up

Front 22

liability during dissolution

Back 22

partnership retains liability on all transactions entered into and also new transactions until notice of dissolution is given to all known and potential creditors

Front 23

priority of distribution during winding up

Back 23

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