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BUSINESS ASSOCIATIONS (Partnership (Termination (Partnership property:…
BUSINESS ASSOCIATIONS
Agency
Tort
Who?
Third Party v. Principal
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Independent Contractor: GR no liability (ex. inherently dangerous, nondelegable, loaned, negligent
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Principal v. Agent: Care, Obedience, Loyalty, Account
Contract
Who?
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Agent v. Principal: Compensate, Indemnify, Reimburse, Cooperate
Partnership
Creation
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Limited: file certificate, NLT one general and one limited partner
Termination
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Order: (1) Cost of Sale; (2) Outside creditors; (3) Inside creditors; (4) Capital contributions; (5) Profits
Organization
Powers: partner=agent, authority= express, apparent, restrictions
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Liability: joint & several, individual liability, indemnification
Dissolution/Dissociation
- Dissociation: separation (death, withdrawal, bankruptcy, expulsion)
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Corporations
Formation
Promotor Liability: personal, causes formation
Defective Incorporation
De jure: compliance, fail to follow statutory prov.
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Directors, Officers, Shareholders
Shareholders: no personal liability, ex. corp. veil
Directors: manage, protected from liability
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COD: if w/in scope of interest, must present to corp.
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