a/p - mini review

Question 1

a/p mini review

Answer 1

Agency

Partnership

Question 2

a/p mini review

Agency

Answer 2

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

Question 3

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

Answer 3

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

Question 4

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

Answer 4

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

Question 5

a/p mini review
Agency
Duties A owes P

Answer 5

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

Question 6

a/p mini review

Partnership

Answer 6

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

Question 7

a/p mini review
Partnership
formation

Answer 7

1. no general p-ship formalities

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

Question 8

a/p mini review
Partnership
liabilities to 3rd parties

Answer 8

1. GPs are liable for all p-ship obligations

2. estoppel –> representers are liable as if GPs

Question 9

a/p mini review
Partnership
relations between partners

Answer 9

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

Question 10

a/p mini review
Partnership
dissolution

Answer 10

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

Question 11

a/p mini review
Partnership
alternative unincorporated biz orgs

Answer 11

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