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Agency (Definition - need to define who is the : Principal, Agent, 3rd…

- - - - Doctrine imposes vicarious liability upon a principal for the torts his agent commits in the cope of employment
- - - - compensate = per the agency contract
      - Indemnify = for reasonably incurred legal liabilities
      - Reimburse = for reasonably incurred expenses
      - Cooperate = principal may not interfere with the agent's performance, and principal must affirmatively aid where reasonably required to do so
  - - - authority comes from actual, apparent, or ratification
    - - types of authority: actual, apparent, ratification
- - - - must be a shareholder at the time of the transaction
      - must be a demand upon the corporation unless futile
- - - - Express
      - Apparent based on the nature and course of business
      - Restrictions = 3rd party must know about restrictions on authority or the p'ship will be bound
      - Partner who acted w/o authority may be liable for breach of the p'ship agreement
- - - - General Partners = manage the business and are personally liable w/o limitation for p'ship obligations
      - Limited Partners = contribute capital and share in profits, but take no part in the control or management of the business, and whose liability is limited to their contributions