Corporations

Requires manifestation of consent from P to A

p tells a to act on his behalf

Depends on prior practices of industry: authority to do things which usually accompany, or are rxbly necessary to get the job done: agent must rxbly believe he has authority

Manifestation by P to T: needs to be communicated to theird party, but indirect needs of communication is okv

Third party rxbly and actually believes that agent has authority: usually done by an employees title

Catch all provision meant to protect people harmed by servant or agent

The principal is liable for all of the acts which are within the authority usuallly confided to an agent of that charater. (Bovril case)

Inherent authority

P is subject to liability to T who makes a change based on an A acting on behalf of P without actual authority, the P has notice of the As conduct and that it might induce others to change their positions and P did not take rxble steps to notify T of the facts. Turns inherent authority into apparent authority

Inherent authority: look to business customs

(1 a valid affirmation by P that P agrees to be bound by K, and 2.to which the law will give effect.

Express or implied (I.e. taking benefits of K)

Reluctant, Botticelli case (husband, wife, owned land,)

Agent is authorized to so act in the future

1. Must show acts by P which create an appearance of authority ( can be intentional or negligent)
2. Third party must rxbly and in good faith rely on appearance
3. Third pary must change her position in reliance

A only liable when: 1. Clear intent of all parties that A be bound: 2.agent made K but without authority

Agent is a party to the K. Third party may choose A or P

Mast subject to liability of serrvents for ate committed during the scope of their employment

Employee

P is liable if employee acted within scope of employment

P does not control his conduct, so only liable in special circumstances

P does not control his conduct or the results and he does not have authority to act on Ps behalf so P no liable under agency law

An employee rather than an independent contractor

P may be liable for harms caused by lack of care or skill of apparent servant if: p represents that another is his servant or agent and representation causes third party to justifiably rely on care, skill of agent

1.it is of the kind A is employed to perform; 2. It occurs substantially within the time and space limits (no frolic and detour); 3. It is actuated at least in part to serve P; 4. If force is used intentionally by a against T, the amount of force is not unexpected by P

Replaces "purpose" factor in scope of employment analysis, with forseeabiity.

Employee! Makes it a broad interpretation of purpose

Liable when: 1. P intended the consequences; 2.p was reckless or negligent; 3.conduct violated a non delegable duty of the P; 4. A relied upon apparent authority

Not liable unless falls under some exception make P the master: 1. P retains control over the aspect of the activity in which the tort occurs; 2. P employs incompetent independent contract; 3. Performance of contractor's task in inherently dangerous; 4. duty is non delegable

Paid: has to act with skill standard in the locality he has been paid to work, and with any special skill he has. Gratuitous: must act will skill performed by other gratiuouts agents

1. Payment from T: 2. Usurping business opportunities from P: secret profits: grabbing and leaving

No formal requirements! Just doing business together as co-owners

1. Intent of the Parties
2. Right to share in profits (sharing profits (not wages) is prima facie evidence of partnership)
3. Obligation to share in losses
4. Ownership of partnership property
5. Community in power in administration
6. Language of any written agreement
7. Conduct towards 3rd parties
8. Rights to dissolution (if doesn't get any money after liquidation - less likely she is a partner)

All partners are liable for: (a) jointly and severally for everything chargeable to the partnership (torts, breaches of fid. duties); (b) jointly for all other debts and obligations of the partnership (contracts)

(1) Those owing to creditors other than partners; (2) those owing to partners other than for capital and profits (such as salary)

AMOUNT OF CONTROL (Cargill).

1. Explicitly say so in the agreement
2. Emphasize ability to dissolve relationship w/o partnership formalities
3. Base mutuality of relationship on profits alone

1) that Defendants held themselves out as partners or allowed someone else to hold D's out as partners; and (2) Plaintiff relied on that to his detriment.

He has the duty to inform partner of business opportunities that are within the scope of the partnership.

Yes - as long as it is reasonable and doesn't violate Duty of Loyalty

(1) Account to the partnership and hold as trustee for it any property, profit or benefit derived by the partner in the conduct of hte partnership business - or derived from a use by the partner of partnership property INCLUDING the appropriation of a partnership opportunity;
(2) Refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership
(3) Refrain from competing with the partnership in teh conduct of the partnership business before the dissolution of the partnership

Refrain from engaging in grossly negligent or reckless conduct, intentional misconduct or a knowing violation of the law.

NO. Cardozo would not be happy (cf Meinhard)

Manifestly unreasonable. See PIP case (whose votes count?)

(1) not sharing profits
(2) taking cases with you w/o paying for them
(3) not telling clients they have option to stay with partnership
(4) lying about leaving
(5) not giving partnership time to respond to leaving

(1) You can plan, while working for the partnership, to compete directly with the partnership, as long as you don't do anything that is directly and presently harmful
(2) can keep it a secret by evading questions
(3) can take files in your desk

(1) His rights in specific partnership property
(2) his interst in the partnership, and
(3) his right to participate in the management

(1) equal rights as other partners to possess partnership property for partnership purposes;
(2) but no right to possess partnership property for any other purpose (unless with consent of other partners)

When you sell your partnership rights- you loose your ability to sue for those rights.

Each partner is personally liable for partnership debts - so personal assets can be attached (in a general partnership).

Equally; but You can K differently. However, if you override default to make proportional gains, then you automatically get proportional lossess.

A running balance reflecting each partner's ownership equity.

No

(1) Borrow money
(2) add new partners (but this will dilute the share of the profits, and you need unanimous consent)
(3) Look to existing partners to raise the capital

A voluntary contribution is an interest free loan. So if you are the one giving the loan, you eventually get paid back, but w/o interest, so its essentially like you get less than you put in. So everyone just waits for this good person to put up the capital and free rides.

Managing partner calls for more funds - if you don't give your share is reduced by X%. Then he sells points for same price as before but they are worth less.

(1) Matter is within the ordinary course of business - you only need a Majority of the partners
(2) Everything else (including amendment to the partnership agreement) - need unanimous consent

Every partner is an agent of the partnership.
Every partner can bind the partnership on matters in the usual way of the business.

A partner cannot bind the partnership if he in fact as no authority (actual or apparent) to do so on the particular matter, and the third party knows this.

UPA: usual way of THAT PARTICULAR partnership
RUPA: usual way of that TYPE of business

When partner commits a tort in the ordinary couse of business - partner is indemnified by the partnership

(1) By act of 1 or more partners
(2) By operation of law
(3) By court order

It is dissolution in contravention of the partnership agreement, but by the express will of any partner at any time.

Because:
(1) the economic purpose of the partnership is rxbly frustrated;
(2) another partner has engaged in conduct making the partnership not rxbly practicable; or
(3) it is not rxbly practicable to carry on teh partnership

Bad faith or breach of fiduciary duty

Dissolution - business continues, but partner's authority to act for the partnership is limited.

Winding Up: disposing all of patnership's assets/business, then diiding between the partners the reamining assets or the liability for remaining losses

Dissociation: business can still be continued
(dissasociated patner still liable for torts that occured before she left)

Winding up: limits partners authority to act for partnership

one partner can buy out another using paper dollars - or the money they already have in the partnership

(1) first pay off non-partner creditors
(2) then pay off those assets owing to partners other than for capital and profits (salaries)
(3) then those owing to partners in respect of capital
(4) finaly those owing to partners in respect of profits

Partners pay his share of lossess according to his share in the profits

when one partner contributes capitol and the other labor

service partners. Under this exception service partners are not liable for monetary losses.

(1) if the service provider provides any capital at all;
(2) if the service provider receives a salary for his services

Provisions about how one partner can buy out the other partner

Death, disability or will of any partner

The partnership or an outside investor

(1) With cash or installments with interest;
(2) Price may be set at, book value, appraisal, formula, ect.
(3) Texas shootout/ I pick you choose (one party sets the price point and the other party chooses to buy or sell at that price)
(4) Executory contracts

At least 1 general partner, and at least 1 limited partner (passive investors)

NO.

Yes.

Only to the extent of their contributions UNLESS: (1) they are also a general partner; or (2) they exercised control or had a right to exercise control, and third party rxbly believes that they are general partner

General Partner

Limited partners who give business advice and dictate business transactions have sufficient control of the limited partnership's business to convert them into general partners

Acts like a general partnership, but everyone is just a general partner with limited liability

Yes

basically same thing as an LLP