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Flashcards in mini review Deck (9)
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1

P liability for A's torts

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

2

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

3

duties agent owes to P

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

4

partnership formation

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

5

liabilities to 3rd parties (partnership)

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

6

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

7

dissolution priority

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

8

dissolution distribution rule

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

9

alternative unincorporated business org

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