High - BA

Question 1

Agent- Actual Authority

Answer 1

(1) Express - P explicitly told the agent that entitled to act (2) Implied - (a)A believes entitle to act b/c action is incidental or necessary to carry out duties, (b) A acted similarly in prior dealings (c) customary to act

Question 2

Agent - Apparent Authority

Answer 2

(1) P holds out another as having authority - (a) gives A position or title indicating authority (b) previously held agent as having authority & not published revocation (c) cloaked agent w/authority (2) 3P reasonably relies on authority

Question 3

Vicarious Liability - Doctrine of Respondeat Superior

Answer 3

employer is vicariously liable for employee’s negligent acts if acting within scope of employment - (1) performing work assigned by employer (2) engaging in conduct subject to employer’s control (3) conduct is same general nature as authorized or incidental conduct authorized
Not within scope: (1) independent course of conduct (2) not intended by employee to serve any purpose of employer

Question 4

General Partnership Formation

Answer 4

(1) 2 or more person (2) co-owners (3) business for profit - presumed if profits shared equally

Question 5

PL of GP

Answer 5

GP = personally liable for all obligations = jointly and severally liable

Question 6

Liability for Pre-Inc. Contracts

Answer 6

Promoter: person who acts on behalf of corp not yet formed = personally liable UNLESS (1) subsequent novation (2) contract explicitly provides no liability
Corp Liability: liable if adopts contract (1) expressly - board resolution (2) impliedly - knowing material terms & accepting.retaining benefits from K

Question 7

Corp - Duty of Care & BJR

Answer 7

D/O: (1) good faith (2) reasonably believes to be in best of corp (3) care that a person in like position would reasonably believe appropriate under similar circumstances
Requires: reasonably informed - (1) reasonable advice of advisors (2) reliance was reasonable (3) qualified to provide advice

Question 8

Duty of Loyalty -BA

Answer 8

must act in best interest of corp & w/o personal conflict
Forbids: (1) conflicting interest transactions (2) usurping corporate opportunity (3) competing w/ corp (4) trading on inside info

Question 9

Conflicting Interest Transaction

Answer 9

D must show: (1) approved by majority of disinterested directors after full disclosure (2) approved by majority of SH (3) transaction as a whole was fair to corp when entered into
COI: D/O/family member: (1) party to the transaction (2) beneficial interest that director’s judgment may reasonably be affected (3) involved w/another entity that is conducting business w/corp

Question 10

Usurping Corporate Opportunity

Answer 10

(1) any opportunity that corp has interest/expectancy OR (2) in corp’s line of business
MAY pursue if: (1) first presents to BoD and (2) BoD decides not to pursue opp