R6 - Business Law: Part 2

Question 1

General Partner

Answer 1

If there is no agreement establishing “RULES”, then a Limited Partnership can be dissolved if ALL the general partners have it in writing

Withdrawal or Death of a General Partner
OR
Judicial Decree

A withdrawal from a general partner would cause dissolution

Question 2

Everyone is liable for his or her TORTS

ALSO under Doctrine of Respondeat Superior

Answer 2

An employer is liable for torts of its employees

Employer is not liable for the torts of independent contractors

Question 3

Limited Partnership

Answer 3

Has 1 or more General Partners

1 or more Limited Partners

Limited Partner does not have personal liability for partnership obligations and does not take part in management

Limited Partners have a right to inspect partnership books and records relevant to their interest.

All partners must unanimously consent to a transfer of an ownership interest in a limited partnership

Question 4

Limited Liability Companies

Answer 4

Have interests

NOT

Shares (only held by corporations)

Question 5

Officers: Rights, Duties, Obligations, and Authority

Answer 5

Officers are selected by the directors, NOT by shareholders

Officers are corporate agents and agency rules determine their authority and power

Officers must ACT in good faith and may be indemnified for exp and judgments from litigation brought against them in their corporate capacity

Officers CAN also serve as directors

An Officer is not required, but may be, a shareholder

Question 6

Promoter

Answer 6

Person who procures capital & other commitments for a corporation to be formed

Personally liable for contracts that they enter into on behalf of corporation

Remain liable on the contracts even after the corp is formed unless the parties enter into a novation

Question 7

Novation

Answer 7

Agreement among the parties to substitute the corporation for the promoter

Question 8

If shareholders do not treat the corp as an entity

Answer 8

Courts will ignore corporate form