BA I Flashcards
Agency
The fiduciary relationship which results from manifestation of consent by one person to another that the other shall act on his behalf and subject to his control, and consent by the other so to act.
5 Types of Agency
- Actual Express Authority
- Actual Implied Authority
- Apparent Authority
- Ratification
- Inherent Agency Power
Dissolution of Partnership - Default Rule
Partnership can be dissolved by the express will of any partner (can be unilateral).
Exceptions to dissolving partnership by will
- Partnership for a particular term.
- The particular undertaking for which the partnership was formed is done.
If partner seeks to dissolve partnership under one of these exceptions, must have a court order. Court order if “bad partner” is found.
Bad Partner
Acting in contravention of the partnership agreement.
Fiduciary Duty Between Partners
Highest of loyalty fiduciary duty owed between partners.
Liability of Principal to Third Parties in Tort
General Rule - If act is motivated by personal reasons, no liability for the master; motivated in part by by a business related matter, could be liability for the master.
Liability for Torts of Ind. Contractor
Could occur in 4 instances:
- P retains control of work
- P employs an incompetent IC (P has to have acted neg. or recklessly)
- Agent’s activity is inherently dangerous or ultra-hazardous.
- P has a non-delegable duty.
Agent Duty of Loyalty to Principal
Agent owes P a duty of loyalty and can’t make secret profits based on position of Agent. A breach of this duty could be:
- Kickbacks
- Bribes
- Gratuity
An agent has a duty not to acquire a material benefit from a 3rd party thru the agent’s use of the agent’s position.
Partnership
Two or more persons carrying on as co-owners of a business for profit.
2 most important details of partnership for analysis:
- Control
- Profits
