LLE's liability

Question 1

LLE’S limit..

Answer 1

personal liability

Question 2

Unless otherwise agreed- a person acting as an agent doesnt become a party to the k if….

Answer 2

principal is disclosed.

Question 3

if the principal remains undisclosed or identity is not disclosed

Answer 3

agent is party tot he K

Question 4

To avoid liability agent

Answer 4

has duty to disclose his rep capacity & identity of the P

Question 5

Officers of the corp (As agents)

Answer 5

same position as agents- not liable if they dont purport to bind themselves, disclose their rep capacity, and idendity their Principal

Question 6

One who K’s as an agent in the name of a nonexistent corp

Answer 6

renders himself liable for those k’s (mbca 2.04

Question 7

mbca 1.27 cert from sec state

Answer 7

is conclusive evidence that doc is filed with the state

Question 8

members of a pretend corp

Answer 8

persoanlly individualy liable for debts of the pretend corp. unless creditor is estopped from

Question 9

duty to disclose principal

Answer 9

lies with the agent, need actual knowlege

Question 10

promoters:

Answer 10

start working befrore LLE is formed. Need sub agreement to remove liability

Question 11

de factro corporations:

Answer 11

taken reasonable steps and reasonable to think entity was created.

Question 12

elements of defacto corp

Answer 12

1. Proceeded in good faith
2. Under a valid statute
3. For an authorized purpose
4. Have executed and acknowledged articles of association pursuant to that prupose.

Question 13

de factor corps are real

Answer 13

to everyone in the world but the state.

Question 14

corp by estoppel

Answer 14

2. Purpose is to prevent one who K’s with a corporation from later denying its existence in order to hold the individual officers or partners liable

Question 15

defective LLES

Answer 15

1. The participants honestly and reasonably, but erroneously believe that the articles were filed.
2. D mails articles of incorp, the enters into a transaction in corp name, but either letter is returned of SOS refuses to file
3. 3rd person has urged immediate execution of the K in the corporate name even though he knows the other party hasn’t taken any steps to incorporate
4. D represents that a corp exists, but knows it doesn’t.
5. Inactive investors who provide funds with instructions: don’t start doing business until you incorporate.

Question 16

when corps pivileges are forfeited

Answer 16

1. Corp shall be denied the right to sue or defend in court
2. Each director or officer is liable for debts of the corp
   a. Liability same manner as if they were a partner in a partnership
   b. Director/office not liable for debts of corporation if:
   i. Debts incurred over directors objection OR
   ii. Without directors knowledge and that the exercise of reasonable diligence wouldn’t have revealed info.