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Flashcards in mini review Deck (9)
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P liability for A's torts

1) assent
2) benefit
3) control + scope = vicariously liable
(intentional torts generally outside scope_


P's liability for A's K's

1) Actual express authority (oral x/c land, + revocable, unless POA)
2) actual implied authority (necessity, custom , prior acquiescence)
3) apparent authority" (p cloaks + 3rd party reasonably relies)
4) ratification (knowledge + acceptance of benefits)
authorized agents are not liable unless undisclosed principal


duties agent owes to P

1) duty of care
2) duty to obedience
3) duty of loyalty


partnership formation

1) no general partnership formation formalities
association of 2 or more persons carrying on as co-owners of a business for profit


liabilities to 3rd parties (partnership)

1) general partners liable for all partnership obligations
2) estoppel= representers are liable as if general partners


relations b/w partners

1) fiduciary- accounting for profits
2) property- only share of profits is liquid and transferable personal property
3) w/o an agreement equal control (no salary) equal profits and loses shared just like profits


dissolution priority

1) all creditors for sure
2) all capital contributions for sure
3) profits if any shared equally if absent agreement


dissolution distribution rule

each partner must receive loans and capital plus shares of profit but also minus their share of loses


alternative unincorporated business org

1) limited partners
2) registered limited liability partners
all have limited liability