BA Cases (Facts - Name) Flashcards
Facts: Woman told coach to drive her car to game. They got in accident when coach was driving & player was injured.
Gorton v. Doty
When the owner of a car authorizes an individual to drive that car for a specific purpose, the driver acts as an agent for the owner
Gorton v. Doty
Person loaned $ from creditor. Their agreement gave creditor lots of control over the farm, & he eventually became very intertwined with the business of the company.
A Gay Jenson Farms v. Cargill
A principal-agent relationship exists between a creditor and debtor when the creditor intervenes in the business affairs of the debtor
A Gay Jenson Farms v. Cargill
Church often hired Hogan to paint. He couldn’t finish this job without an assistant. He hired his brother, but his brother got hurt.
Mill Street Church of Christ v. Hogan
Person sued another. Her attorney settled the deal thinking he had settlement authority
Ackerman v. Sobol Family Partnership
If an attorney has apparent settlement authority, the client is bound by a settlement offer made or accepted by the attorney
Ackerman v. Sobol Family Partnership
Person used to own a tavern & sold it, but it was still in his name. New owners said he could buy anything but a few certain items for the tavern. He bought the prohibited items anyways.
Watteau v. Fenwick
P is liable for the acts of A who proceeds within the scope of authority typically given to an agent with similar duties, regardless of limitations the principal imposes on that agent
Watteau v. Fenwick
Dispute over the price of some land that several people owned. The wife accepted the benefits of the contract
Botticello v. Stefanovicz
Fake store clerk sold furniture to a woman. She thought he was really an employee, but he wasn’t.
Hoddeson v. Koos Bros
Marriage alone isn’t ratification. Accepting benefits of a contract without the intent to ratify isn’t enough either.
Botticello v. Stefanovicz
The store was liable because it would have been unfair to the woman. The store had a duty of reasonable care to prevent customers from being defrauded
Hoddeson v. Koos Bros
person said it couldn’t be held liable for employees’ racist behavior because the store was not owned by the person, but were independently owned.
Arguello v. Conoco
To impose liability on a D under § 1981 for discriminatory actions of a third party, P must demonstrate that there is an agency relationship between D and third party.
Arguello v. Conoco
Seaman damaged a ship while drunk
Ira Bushey & Sons v. US
Within the scope of employment because the harm was foreseeable, the sailor was required to be on the ship for his job, and they let him on the ship drunk to do his jobs.
Ira Bushey & Sons v. US
Car rolled at a gas station and hit someone. The gas station said it wasn’t liable for the torts of its employee.
Humble Oil v. Martin
Fire at service station started by employee of station operator.
Hoover v. Sun Oil Co
There was a master-servant relationship. There was an agreement providing that one party has control over the day-to-day operations of the business.
Humble Oil v. Martin
There was no agency relationship between operator and person because person did not retain the right to control the details of the day-to-day service operation.
Hoover v. Sun Oil Co
Contractor demolishing one building accidentally damaged another through negligence.
Majestic Realty Associates v. Toti Contracting
Liability is imposed on a landowner who engages an independent contractor to do work which he should recognize as necessarily requiring the creation of a condition of peculiar risk of harm to others unless special precautions are taken, if the contractor is negligent in failing to take those precautions.
Majestic Realty Associates v. Toti Contracting
Baseball player was being heckled and hit fans
Manning v. Grimsely
Within the scope of employment because attacking fans was a reasonable & foreseeable result from baseball heckling
Manning v. Grimsely
Does a franchisor have the requisite control over a franchisee to render the franchisee an employee for purposes of tort liability? Customer slip and fall.
Murphy v. Holiday Inns
That an agreement is a franchise contract does not insulate the contracting. The purpose of this franchise agreement is to establish uniformity, not control
Murphy v. Holiday Inns
P bit into sapphire stone in Big Mac.
Miller v. McDonald’s
When a franchise agreement requires a franchisee to operate an establishment so as to closely identify it with the franchisor, the franchisor holds out the franchisee as an agent. Hence, the franchisee of such a uniform franchise is an apparent agent of the franchisor, and the franchisor is liable for the torts of the franchisee.
Miller v. McDonald’s
A didn’t disclose that he was acting on behalf of a P
Atlantic Salmon v. Curran
Former employees of cleaning company solicited customers of their former employee.
Town & Country House & Home Service v. Newbery
Even where a solicitor of business does not operation fraudulently, he still may not solicit the latter’s customers who are not openly engaged in business in advertised locations or whose availability as patrons cannot be readily ascertained.
Town & Country House & Home Service v. Newbery
British soldier stationed in Cairo was bribed to escort lorries through security checkpoints.
Reading v. Regem
If a servant takes advantage of his service and violates his duty of honesty and good faith to make a profit for himself, he ought not be allowed to keep the money, but it shall be taken from him and given to his master.
Reading v. Regem
Employee had several other businesses, in violation of his contract, one of which he subcontracted with in his position as manager.
Rash v. J.V. Intermediate
Unless otherwise agreed, an agent is subject to a duty to his principal to act solely for the benefit of the principal in all matters connected with his agency. A fiduciary owes the principal duties to account for profits, not to act as an adverse party, not to compete with the principal, the duty to deal fairly in all transactions with the principal, and the duty to deal openly with the principal and to fully disclose information about matters affecting the company’s business.
Rash v. J.V. Intermediate
Beauty salon worker entered into agreement with salon owner that there was a “partnership” to increase her wages by receiving 20% of profits
Fenwick v. Unemployment Compensation Commission
Reasoning: Elements the courts have taken into consideration to determine if a partner relationship. They didn’t hold themselves out as partners between themselves or to anyone else. When Chesire quit, she just left – there was no winding up. The losses were just born by Fenwick.
Fenwick v. Unemployment Compensation Commission
Firm borrowed money from PPF; PPF retained right to dividends and 40% of profits and option to buy 50% equity in firm, had inspection rights and right to veto speculative transactions; firm becomes insolvent and creditors sue PFF arguing partnership.
Martin v. Peyton
There was no partnership because the lenders could not initiate transactions or bind the firm. This was a loan agreement. The agreement gave the lenders the opportunity to become partners, but they were not partners beforehand
Martin v. Peyton
Plaintiffs entered contracts with third parties in its own name, rather than in the name of the putative partnership
Southex Exihibitons v. Rhode Island Builders
Under RI law, a partnership is an association of two or more persons to carry on as co-owners a business for profit. Southex says agreement shows partnership because of (1) sharing of profits (2) mutual control and (3) respective contributions of valuable property. However, factors in support of D are (1) agreement is not called partnership agreement (2) fixed term (3) indemnification provision rather than sharing losses equally (4) D made far less management decisions.
Southex Exihibitons v. Rhode Island Builders
“Even though it has been said that a joint venture is a relationship in the nature of a limited partnership, joint venture and partnership are separate legal relationships. The relationship of a joint venture is generally more informal than the one that exists between partners, and some of the incidents of partnership do not, or may not, apply”
Basically, the joint venture case
Hallock v. Holiday Isle Resort
P deposited money in bank, which forwarded it to SAFIG based on audit letter from PW-Bahamas; sues PW-Bahamas and PW-US as partners.
Young v. Jones
Generally, persons who are not partners as to each other are not partners as to third persons. However, a partnership by estoppel may be established according to the rules above.
Young v. Jones
Partner signed on to a new lease of partnership property without notice to other partner, violating his fiduciary duty
Meinhard v. Salmon
A managing adventurer appropriating the benefit of a lease without warning to his partner might fairly expect to be reproached with conduct that was underhanded or lacking in reasonable candor, if the partner were to surprise him in the act of signing the new instrument. Conduct subject to that reproach does not receive from equity a healing benediction.
Meinhard v. Salmon
In an oil and gas joint venture, two of the partners extended leases without telling the other partner
Sandvick v. LaCrosse
The joint adventurers breached their fiduciary duties of loyalty by taking advantage of a joint venture opportunity when they purchased the top leases without informing the other two.
It was in two of the partners best interest not to sell the leases during the last six months of the original term. Having excluded the other two partners, the sketchy two potentially stood to benefit more by waiting to sell the leases until after the original term expired.
Sandvick v. LaCrosse
Partners at a firm left to start their own firm. While still employed, they secretly began preparing to take clients with them. They denied their intentions and waited until the end of the year to give the firm a month’s notice of their resignation. One sent solicitation letters to firm clients, and contacted attorneys who could refer clients to the new firm. They waited weeks to provide the list of clients they were taking and obtained authorizations from clients, agreeing to become clients of the new firm.
Meehan v. Shaughnessy
A partner has a fiduciary duty to provide, on demand of another partner, true and complete information of any and all things affecting the partnership. You can compete with the entity, but you must be loyal still.
Meehan v. Shaughnessy
P was a partner in a law firm when he had an alcohol problem. He missed work as he sought treatment. D reduced P’s work while he was recovering. P also signed a Program, which set conditions for partnership. It stated that there was no 2nd chance if he drank again. He drank again and D gave him another chance. D’s partnership agreement stated that a senior partner may be involuntarily expelled from D if two-thirds of senior partners voted to do so, which they did.
Lawlis v. Knightlinger & Gray
When a partnership exercises its power under a partnership agreement to expel a partner, it must be done in good faith and for a bona fide reason, otherwise the agreement is breached
Lawlis v. Knightlinger & Gray
One partner purchased a truck in the name of the company for the company, and upon dissolution, claimed that the trailer was not part of bankruptcy because he paid for the trailer.
In re Fulton
The intent of the partners determines what property is partnership property as distinguished from separate property. Determined from their apparent intention at the time property was acquired, shown by facts and circumstances surrounding the transaction, considered with the conduct of the parties toward the property after the purchase.
In re Fulton
(P) and (D) were partners in a trash collection business. P asked D if they could hire an additional employee. D refused, but P hired the worker anyway and paid him out of his own pocket.
Summers v. Dooley
The non-consenting partner was not obligated to pay the other partner for the employee’s salary
Any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the partners. Since the partners have equal rights, D had the right to veto the hiring.
Summers v. Dooley
(D) and someone else formed a general partnership to sell groceries. The partnership agreement did not limit either partner’s authority to conduct ordinary business on behalf of the partnership. D told (P) that he would not be personally liable for bread sold. Freeman ordered more bread on behalf of the partnership, and NBC delivered the bread. The partnership was dissolved, and D refused to pay for the bread.
National Biscuit v. Stroud
Every partner is an agent of the partnership for the purpose of its business and the act of every partner for carrying on business of the partnership binds the partnership unless the partner so acting has no authority to act for the partnership in the matter AND the person with whom he is dealing has knowledge of the fact that he has no authority.
National Biscuit v. Stroud
(P) was a partner at (D). The partnership agreement, which P signed, provided that matters of firm policy would be decided by the executive committee. The committee merged D with another law firm. P voted in favor of the merger and signed the partnership agreement. P resigned, stating that the appointment of the co-chairman and office move made his job intolerable.
Day v. Sidley & Austin
Partners can properly delegate authority to an executive
Here, the partners agreed to a merger (in compliance with the partnership agreement) that was beneficial to the partnership. It was not a breach of fiduciary duty because one of the partners did not like all the terms of the agreement
Day v. Sidley & Austin
(P) and (D) entered into a partnership to remodel kitchens. P would contribute $10,000. D would contribute labor and skill. They did not discuss losses. They lost money. P asked D to cover half of the total losses. [So one contributed capital & the other services]
Kovacik v. Reed
Where one party contributes money and the other contributes services, in the event of loss, each would lose his own capital- one his money and the other his labor
Kovacik v. Reed
(D) was a family-owned farming company. The partnership met to consider converting the partnership to an LLC. (P), was unable to attend, but received notice of the determination to convert. He requested the partnership’s records for review. He sued, claiming he was denied access to the books and records. Ds argued that he should be dissociated from the partnership.
Giles v. Giles Land Company
Impracticability made it appropriate for P to be judicially dissociated from the company
Giles v. Giles Land Company
Is the surviving general partner entitled to continue the partnership after the other general partner’s death and how should the deceased partner’s interest be computed?
G&S Investments v Belman
The other general partner’s filing of the complaint did not dissolve the partnership but gave the court power to dissolve the partnership due to partner’s wrongful conduct. Dissolution would occur only when decreed by the court. The buyout formula in the agreement is amount of the partner’s capital account + average of past 3 years profits/gains. Partnership buy-out agreements are valid and binding although the purchase price agreed upon is less than or more than the actual value of the interest at time of death.
G&S Investments v Belman
Example of limited partnership where corporate entity is general partner; court: example of statutory standard for good faith is for a fiduciary requires subjective belief that determination is in best interests of the limited partnership; contracted around duty of loyalty so no finding of bad faith
In Re El Paso Pipeline Partners Derivative Litigation
The effect of organization as a partnership, rather than as a corporation, is that the promoter, Parent, winds up with greater freedom to shape to its own advantage the rules for dealing with conflict situations
