Card Set Information

2013-07-22 23:38:54
ca bar agency partnership

ca bar agency partnership
Show Answers:

  1. what is an agency relationship?
    • 1) principal manifests intent
    • 2) that the agent shall act on the principal's behalf
  2. what requirements to form an agency relationship?
    • 1) consent
    • 2) capacity
    • -> no formalities required
  3. distinction: independent contractor vs. employee?
    whether P has the right to control the manner and method in which A does his job
  4. types of authority?
    • 1) actual authority (agent reasonably believes, based on prior conduct with P)
    • 2) apparent authority (3rd party reasonably believes, based on P's manifestations)
    • 3) ratification (accepting the transaction after it has occurred)
  5. what are the 2 types of actual authroity?
    • 1) express authority: specified in communications between P and A
    • 2) implied authority: implied from P's conduct (acquiescence)
  6. agent enters into K with an undisclosed principal, who is liable to K party?
    both A and P
  7. agent's duties to the principal?
    • 1) duty of obedience (follow reasonable instructions)
    • 2) duty of loyalty
    • 3) duty of care
  8. principal's duties to the agent?
    • 1) duty to compensate or reimburse
    • 2) duty under contract
    • 3) duty to cooperate
  9. what happens if the principal dies?
    • all authority (actual, apparent, etc) is terminated upon P's death
    • (because of incapacity!)
  10. partner's actual authority?
    • 1) express authority - maybe
    • 2) implied authority to enter into contracts that are within the scope of the partnership business (because all partners have equal rights in management of the partner business)
  11. partner's apparent authority?
    • 1) partnership holds out a partner as possessing certain authority, inducing others to reasonably rely to their detriment to believe authority exists
    • 2) RUPA - act of any partner for apparently carrying on in the ordinary course of the partnership business unless
    • ---a) partner had no authority for the particular matter
    • ---b) 3rd party had notice that the partner lacked authority
  12. if agent enters into K for P, but has no authority, is A liable to T?
    A is liable to T for the breach of the implied warranty that the A acted with authority
  13. creation of a partnership checklist
    • 1) seed money - is it a loan?
    • 2) management power?
    • 3) under UPA, sharing profits is prima facie evidence of a partnership
  14. something that's owned/used/created by the partner, is it partnership property?
    • Generally, personal property vs. partnership property is determined by the intent of the parties
    • Court looks a number of factors:
    • 1) use of partnership funds or resources
    • 2) use of the property by the partnership
    • 3) entry of the property in the partnership books as a partnership asset
    • 4) close relationship between the property and hte business operations of hte partnership
    • 5) improvement of the property with partnership funds
    • 6) maintenance of hte property with partnership funds