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Business Law - Coggle Diagram

- - - - agents liable to principal for breach of duties
        
        COLA: duties of care, obedience, loyalty (no self-dealing, may not usurp business opportunity, duty not to compete), and account
        
        individuals responsible for their own conduct
    - - employee: employer has authority to control details of employee's conduct regarding both result and means to achieving result
        
        respondeat superior: principal may be vicariously liable for actions an agent performs in the scope of his/her employment.
        
        Scope: employer not responsible for substantial deviations from authorized route ("frolic"), but is still responsible for slight deviations (detour)
        
        employer's liability is on top of agent's--employer and employee are jointly and severally liable
        
        strict liability = no defenses except for inherently dangerous activities, work performed carries high risk of injury to others unless precautions taken
      - independent contractor: employer may not control details of performance.
      - when distinguishing, think: distinct occupation or business? is this type of work typically done under a principal's supervision? skill required for agent's occupation? who supplies tools & place of performance? Length of time agent engaged by principal? paid by job or hour? intent of parties? is principal in business?
  - - - compensate per the k
      - indemnify for reasonably incurred legal liabilities
      - reimbuse reasonably incurred expenses
      - cooperate = principal may not interfere with agent's performance and must affirmatively aid where reasonably required
    - - disclosed principal = agent not liable
      - undisclosed principal = agent liable
      - partially disclosed principal = agent personally liable. when third party learns who the principal is, third party may go after either agent or principal but not both
      - breach of warranty of authority = agent is personally liable when acting beyond scope of authority on behalf of principal
    - - agent acting within the scope of her/his authority may bind principal to a contract
      - CRAC/IRAC every type of authority even if I figure out right away which one applies!
      - actual authority = "manifestation of the principal to the agent that the agent acts for the benefit of the principal in a particular way and that the principal agrees to be bond by the agent's actions"
        
        express actual authority = principal directly request the agent to act
        
        implied actual authority = authority to accomplish express request or things agent believes the principal wishes to be done based on agent's reasonable understanding of principal's expressed request
      - apparent authority = agent is "cloaked" with authority. (third party reasonably believes agent has authority to act on principal's behalf, and that belief is based on the principal's representations made to the third party)
      - ratification = principal retroactively authorizes agent for actions already taken that were unauthorized when taken, but which the principal could have authorized at the time taken. Once ratified, some effect as if the act had been authorized when originally taken.
    - - liability is determined by the terms in the K. not likely to be tested on the bar--bar would have to provide terms of the K
- - - - general partners: manage business, are personally liable without limitation for partnership obligations
      - limited partners contribute capital, share in profits, no control re: management of the business. liability limited to contributions made
      - formed when certificate of limited partnership filed with Secretary of State, must have at least one general partner and one limited partner
  - - - all partners jointly and severally liable for entire partnership
      - each partner individually liable for entire partnership
      - partner may indemnify partnership for payments made on partnership's behalf
      - partner may seek reimbursement from other partners if partner paid more than her/his share of liability
      - retired partner = liable for all obligations that happened before the partner retired
      - incoming partner not liable for obligations incurred before starting
  - - - partnership continues/is still alive = business continues
      - examples: death, withdrawal from partnership, bankruptcy, expulsion
      - partner always has the right to dissociate, but may be liable for wrongful dissociation in certain circumstances
    - - first look at whether partner dissociated, then look at whether partnership dissolved
      - after dissolution: winding up
  - - - first distribute to cover costs of the sale
      - second distribute to outside creditors
      - third distribute to inside creditors
        
        "advances" from business partner to keep business from folding count as inside creditor loan, not capital contribution
      - fourth distribute capital contributions
      - fifth/finally distribute profits
      - partners must contribute amount needed to cover liabilities. if one partner has to pay extra to make up difference from an unpaid partner, may seek reimbursement from other partners
      - if not enough cash: add loans and capital contributions, subtract cash, then divide losses equally between partners