Agency and Partnership Flashcards
LLP Formaton
file with secretary of state
effective when filed
General Partnership Formation
Association of two or more persons to carry on as co-owners of a business for profit
no formalities required
need not specifically intend
agreement to share profits creates presumption
Partners liabilities in general partnership
all jointly and severally liable
personally and individually
judgment creditor must exhaust partnership assets first
Vicarious Liability of Partners
Ordinary Course of Business
or
With authority
Who is a partner?
share of profits - presumed
except for payment of rent or gross returns
Power to bind partnership
every partner = agent
can bind if actual or apparent authority or ratified
Actual Authority
agent reasonably believes he possess based on communications bw agent and principal
may be express or implied
Agent authority in emergency
Implied actual authority
Partner’s Apparent Authority
each has apparent authority to bind partnership
in ordinary course of business
agent makes warranty that he has authority
Warranty of Agent
Makes warranty that he has authority and is liable
creation of agency relationship
principal manifests intent that agent act on his behalf
both parties consent
Limited Partnership
1+ general partners – personally liable
1+ limited partners – no liability beyond contributions
must file with secretary of state
