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Agency, Corporations, Partnership - Coggle Diagram

- - - - Respondeat superior
        
        frolic v detour
    - - No liability EXCEPT:
        
        inherently dangerous activity
        
        nondelegable duty
        
        negligent selection
  - - - Care
      - Obedience
      - Loyalty
      - Account
- - - - Actual
        
        Express = Principal has requested act
        
        Implied = authority to carry out request or reasonable belief of authority related to express request
      - Apparent
        
        3rd Party reasonably believes Agent has authority
      - Ratification
        
        Principal grants retroactive authority
  - - - agent is not personally liable
    - - Agent is personally liable
    - - Agent is personally liable
  - - - Compensate
      - Indemnify
      - Reimburse
      - Cooperate
- - - - in compliance w/ statute but not provision
    - - insufficient statutory compliance
      - still formed if good faith
    - - Creditor dealing with principals as if they were a corporation is estopped from alleging corp is defective
      - Defendant cannot escape liability by claiming not to be a corp
- - - - Court holds shareholders liable
      - Challenger goes against corps first then shareholders
      - totality of the circumstances
        
        alter ego
        
        inadequate capitalization
        
        failure to comply with corporate formalities
        
        more likely for torts
    - - special requires notice
      - quorum = majority of shares entitled to vote
    - - contracts to ensure voting
    - - suing on behalf of corporation
  - - - protects directors from liability
    - - Care
      - Loyalty
        
        Conflict of interest is inherent when director has personal or financial interest
    - - Board is not permitted to do anything beyond corp's authority
- - - - against those who made misrepresentations
      - against those who traded in stock while under a duty not to
    - - misrepresentation of material fact
      - knowledge by defendant of misrepresentation or reckless disregard of truth
      - scienter
      - Reliance of plaintiff
      - Damages
- - - - Express
      - Apparent
      - Restrictions
- - - - General partners
        
        manage business and are personally liable w/o limitation
      - Limited partners
        
        contribute capital and share in profit but liability is limited to contribution