a/p - mini review Flashcards

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1
Q

a/p mini review

A

Agency

Partnership

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2
Q

a/p mini review

Agency

A

P’s liability for A’s torts
P’s liability for A’s Ks
Duties A owes P

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3
Q

a/p mini review
Agency
P’s liability for A’s torts

A
  1. Assent, Benefit, Control plus Scope = VL
  2. No VL for IC’s torts
  3. Intentional torts generally outside scope
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4
Q

a/p mini review
Agency
P’s liability for A’s Ks

A
  1. AEA –> oral (except land), revocable unless durable
  2. AIA –> necessity, custom, prior acquiescence
  3. AA = principal cloaks plus 3rd pty relies
  4. ratification = knowledge plus acceptance of benefits
  5. authorized agents are not liable unless undisclosed principal
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5
Q

a/p mini review
Agency
Duties A owes P

A

care
obedience
loyalty (no SD, U, SP), remedy=disgorge profits

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6
Q

a/p mini review

Partnership

A
formation
liabilities to 3rd parties
relations between partners
dissolution
alternative unincorporated biz orgs
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7
Q

a/p mini review
Partnership
formation

A
  1. no general p-ship formalities

2. association, 2 or more persons, carryone on, co-owners, a business for profit

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8
Q

a/p mini review
Partnership
liabilities to 3rd parties

A
  1. GPs are liable for all p-ship obligations

2. estoppel –> representers are liable as if GPs

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9
Q

a/p mini review
Partnership
relations between partners

A
  1. fiduciaries –> giving rise to accounting for profits
  2. only the share of profits is liquid, transferable, personal property
  3. w/o an AGR - equal control, no salary, equal profits, losses just like profits
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10
Q

a/p mini review
Partnership
dissolution

A

a. priority
1. All creditors (for sure) 2. All capital (for sure) 3. profits, if any shared equally w/o AGR
b. distribution rule
Each partner must receive their loans and capital plus their share of profits but also minus their share of losses

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11
Q

a/p mini review
Partnership
alternative unincorporated biz orgs

A

LP - limited partnership
RLLP - registered limited liability partnership
LLC - limited liability company

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