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Business Law (Agency (Who is suing whom? (Agent, Principal, Third party),…

- - - - agent is employee
        
        respondent superior
        
        agent performs tasks assigned by employer
        
        serves employer's purpose
        
        employer is not liable if the employee substantially deviates from the authorized route (frolic)
        
        employer responsible for slight deviation
        
        employer's liability is in addition to the agent's liability
        
        strict liability- no defenses
      - agent is IC
        
        general rule: no liability
        
        exceptions
        
        inherently dangerous activities
        
        nondelegable duty
        
        loaned agreement
        
        negligent selection of c
      - third party v. agent
        
        individuals are always liable for their own torts
      - principal v. agent
        
        agents are liable for breach of their duties to the P
        
        duty of care
        
        duty of obedience
        
        duty of loyalty
        
        duty to account
  - - - Factors
        
        distinct occupation or business
        
        work customarily done under P's supervision
        
        skill required
        
        who supplies tools
        
        length of time
        
        whether agent is paid
        
        intent of parties
        
        whether the P is in business
  - - - the agent is acting within the scope of his authority may bind his p in contract
        
        types of authority
        
        actual
        
        apparent
        
        ratification
    - - disclosed v. undisclosed p
      - breach of warranty of authority
- - - - association of two or more persons for profit
        
        no writing required
        
        no statutory formalities
        
        types
        
        for a specific undertaking
        
        for a term
        
        at will
        
        key test: intent of the parties, no matter what it is called
        
        sharing of profits is prima facie evidence of a partnership
    - - types of partners
        
        general partners- manage the business are are personally liable without limitation from obligations
        
        limited partners
        
        contribute capital and share in profits but take no part in the control or management of the business
        
        formation
        
        filing a certificate of limited partnership with the SoS
        
        must have at lease one general partner and one limited partner
  - - - every partner is an agent of the partnership for the purpose of its business
      - authority
        
        express
        
        apparent
        
        restrictions
      - renumeration
        
        partners are not entitled unless specific in agreement
      - liability
        
        all partners jointly and severally liable
        
        each partner individually liable
        
        partner is entitled to indemnification
        
        partner may seek contribution from other partners
        
        retiring partner remains liable on all obligations incurred before retirement
        
        incoming partner not personally liable for any partnership obligation incurred prior to admission
  - - - death, withdrawal, bankruptcy, or expulsion
      - do they have a right to dissociate?
        
        generally, always
      - Are they dissolved?
  - - - originally bought in-part of capital
      - may contrarily content in agreement
      - subsequently acquired
      - purchased with partnership funds
    - - intent evidenced that any prop. originally bought was not to be partnership prop.
      - partners have contrary intention from law
- - - - person who caused a corp. to form
      - personally liable
      - corp. not liable for any pre-incorp. agreements unless it assumes liability by its own act
    - - de jure corp.
      - de facto corp.
      - corp. by estoppel
    - - treated like corp. for LL purposes in protecting its members, managers, and agents from liability
      - formed through filing articles or org.
      - members can be added with consent of other members
      - control lies with the members
        
        equal rights in management
        
        authority to bind LLC in contracts
      - matters outside the ordinary course require consent of all members
      - members may agree to appoint one or more managers to operate the business
      - managers owe duty of care and loyalty
      - LLC presumed to be member managed unless in OA
      - members withdrawal results in dissociation
        
        member loses right to participate
        
        dissociation does not result in dissolution of LLC
        
        dissolution requires consent of all members
  - - - no personal liability for debts
      - exception: challenger can pierce the corp. veil
      - grounds
        
        alter ego
        
        corp. has no existence on its own
        
        corp. form used fraudulently for improper purpose
        
        injury or unjust loss
      - inadequate capitalization
        
        not sufficient alone if corp. formalities observed
      - failure to comply with formalities
    - - manage corp.
      - protected from liability by the BJR
      - fiduciaries of corp.
      - duties
        
        duty of care
        
        duty of loyalty
        
        conflict of interests
        
        indemnification
        
        corp. must indemnify a director who was successful in the defense of any proceeding to which he was a party because he was a director
    - - same duties as directors
      - agents of corp.
      - hired by directors and can be removed by directors