Term
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Definition
| the legal relationship whereby an agent is authorized to represent a principal in business dealings with third parties |
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Term
| Requirements for a valid agency relationship to exist: |
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Definition
| 1. Full contractual capacity of principal 2. minimal mental capacity of agent 3. consent of both parties |
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Term
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Definition
| 1. express contractual duties 2. fiduciary duties of loyalty, obedience to reasonable directions, and reasonable care under the circumstances (including the duty to disclose all relevant info) |
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Term
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Definition
| contract actions, tort actions, actions for secret profits, equitable actions for an accounting, and withholding of compensation for intentional torts and intentional breaches of fiduciary duty |
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Term
| The Principal-agent relationship requires: ABC |
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Definition
| 1) assent (can be informal); 2) benefit (the agent's conduct must be for the principle's benefit; 3) control (the principle must have the right to control the agent by having the power to supervise the manner of the agent's performance) |
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Term
| Sub Agents: Will the principle be vicariously liable for torts? |
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Definition
| Only if there is assent, benefit, and control. Typically, the principle does not assent to the sub agent's help and does not have the right to control the sub agent. |
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Term
| Borrowed Agents: Principle vicariously liable? |
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Definition
| Only if assent, benefit, control. Typically there is no control. |
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Term
| Exceptions for no liability for independent contractors? |
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Definition
| 1. ultra hazardous (ie brake repair) or inherently dangerous activities; 2) estoppel (holding out the ind. contractor with the appearance of agency) |
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Term
| Exceptions for no liability for intentional torts of agents? |
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Definition
| 1) conduct authorized by the principal; 2) natural from the nature of employment; or 3) motivated by a desire to serve the principal |
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Term
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Definition
| actual express, actual implied, apparent, and ratification |
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Term
| Actual express authority? |
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Definition
| P uses words to express authority to agent, can be oral and private. Revoked by unilateral act of P or A or death/incapacity of P. |
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Term
| Actual implied authority? |
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Definition
| Authority which the P gives the A through conduct or circumstance. 1) Necessity-all tasks necessary to accomplish expressly authorized task; 2) custom-tasks customarily performed by persons with that A's title or position; 3) prior acquisence-infer ongoing implied authority from silence |
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Term
| Apparent authority? two part test |
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Definition
| 1) P cloaked A with appearance of authority; and 2) third party reasonably relies on appearance of authority |
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Term
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Definition
| Authority granted after contract entered into if: 1) principal has knowledge of material facts regarding contract, and 2) principal accepts the benefits. BUT ratification cannot alter terms of contract (narrowly construed) |
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Term
| Duties that agents owe principals? |
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Definition
| 1) duty of care; 2) duty to obey instructions that are reasonable; 3) duty of loyalty (self-dealing, secret profits, usurping principal opportunity) |
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Term
| Partner's rights in Partnership property and liquidity |
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Definition
| 1) Specific partnership assets (no unilateral transfers); 2) Share of profits (transferable); 3) Share in management (not transferable) |
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Term
| Partnership management rights? |
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Definition
| Absent an agreement, each partner is entitled to EQUAL vote, regardless of money contribution. Majority vote governs ordinary partnership matters, but unanimous consent required for fundamental partnership matters. |
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Term
| Partner's share of Profits and losses |
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Definition
| 1. Absent an agreement, PROFITS SHARED EQUALLY; 2) Absent an agreement, LOSSES SHARED LIKE PROFITS |
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Term
| WHEN does a partnership dissolve? |
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Definition
| Absent an agreement, a GP dissolves upon notice of the express will OF ONE GP to disassociate |
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Term
| Priority of GP distribution upon dissolution? |
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Definition
| 1) creditors; 2) capital contributions paid into partnership by partners; 3) profits shared equally, absent agreement |
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Term
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Definition
| Limited life (operating agreement must indicate events of dissolution) Limited liability, and Limited liquidity (can't transfer interest without unanimous consent) |
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