Topic 1: Chapter 26 Terminology Flashcards
Agent
A party authorised to enter into enforceable legal relationships on behalf of the principal.
Assignment
To assign means to transfer a right or property to another.
Co-operative
On registration with their State authority under special legislation, the co-operative (collective), while not a company, gives shares to its members, and creates a separate legal entity with limited liability to members and operators.
Dissolution
The termination or bringing to an end of a business organisation (and a distribution of its assets).
Fiduciary Duty
An obligation to act in good faith, honestly, diligently, carefully and with all the implied duties that flow from that duty.
Franchise
Is a contractual agreement between the owner of a registered business system who leases out the use of their property to various operators; it is not a separate legal entity but rather a business arrangement.
Goodwill
An asset of the firm that is usually expressed a the value to a business of its reputation and relationship formed with its customer base and its location.
Holding Out
The act of a person allowing themselves to be represented, or representing, by words or conduct that they are a partner of a firm, also referred to as estoppel.
Incorporated Association
An association established for “not-for-profit” purposes which does not distribute dividends to its members, but which is registered under State legislation enhancing it with a separate legal entity and limited liability.
Incorporated Partnership
(Venture capital limited partnerships) some jurisdictions allow a partnership to register as a separate legal entity. It requires general partners to have unlimited liability and is specifically established to facilitate large-scale investments over $20 million.
Joint and Several Liability
Each partner is liable individually (severally), and all are liable jointly, where the party suing has the option to sue one or more partners individually or all partners jointly.
Joint Liability
In partnership law generally each partner is liable jointly or together for any debts or contractual obligations incurred by the partners on behalf of the firm, in the ordinary course of business, and the party suing has only one opportunity to sue.
Joint Venture
Two or more people entering into a one-off or longer term agreement for a share of the gross returns (but not as a partnership).
Limited Partnership
A partnership in which there is at least one general partner with unlimited liability, and one or more partners whose liability for debts and obligations of the partnership is limited.
Novation
The transfer of an interest from one party to another.
