NC BAR Agency, Partnership and Corps

• After specified time/event or a reasonable time
• change of circumstances
• if agent acquires adverse interest
• when agent says so
• when principal says so
• death/incapacity or bankruptcy
•      

when coupled with an interest

P can ratify by expressly affirming contract, accepting benifit of it, or suing T on it

• Knowledge: P must have knowledge of all material facts
• All or nothing: P must accept entire trsx
• Capacity: P must have capacity at time of ratification and time of original contract
• Ratification is retroactive, adoption is not 

Duty of loyalty, care and obedience

Principal must compensate, reimburse and indemnify Agent

when there is an undisclosed principal AND agent has special skills

When tort committed by the servant who was acting within the scope of employment

master and servant are jointly and severally liable 

An association of two or more persons carrying on as co-owners a business for profit, regardless of intent

capital, control and profit

if no partnership is formed,  parties may still be liable as if they are partners to protect reasonable reliance by third parties

funds, use, upkeep, agreement and title of asset

A partner is a fiduciary who owes partnership a duty of care, loyalty and a duty to render full information about the partnership on demand

• prior creditors=personal notice
• others knowing of partnership prior to dissolution=newspaper
• all others=no notice requirement  

• 1. 3rd party creditors
• 2. To partners other than for capital and profits (loans etc)
• 3. to partners for capital
• 4. to partners for profits   

name and address of corporation, each incorporator and registered agent/office, number of authorized shares

requires a good faith attempt to comply with the statute, and an act on the corporations behalf

one who deals with a business as if it were a corporation may be estopped from later arguing that it is not a corporation

corporation is not liable uness it adopts the contract as its own, either expressly or impliedly

engaging in intrastate transactions in NC on a regular basis

issued shares that the corporation has not reacquired

minimum issuance price

allow existing shareholder to maintain her percentage ownership by buying same percentage of new stock when it is issued for cash

need at least a majority of all directors, unless greater number required by articles or bylaws, or a lesser number is permitted by articles or a SHAREHOLDER bylaw (cant be less than 1/3)

Duty of care, Loyalty

director must do what an ordinarily prudent person would do in a like position, under similar circumstances

director must act in good faith and with a reasonable belief that what she does is in the corporations best interest

fair to the corporation or it was ratified by a majority of all disinterested directors or shares after full disclosure

If not, then COIT can be set aside  

A director cannot usurp a corporate opportunity without making full disclosure and getting board approval

approved by a majority of all outstanding shares or if board determines it is at the corporations benefit

articles may shield directors from personal liability for breach of the duty of care if they acted in the corporations best interests and received no improper personal benefit

solvency test and balance sheet test

after giving effect to distribution, it must be able to pay its debts as they become due in the ordinary course of business

after giving effect to distribution the corporations assets must exceed its liabilities

a shareholder opposed to the change may have the right to compel the corporation to buy back his shares for their fair value

must send written notice before vote, not vote for the change, and make a written demand for payment after vote

it must be separately approved by an absolute majority of that class, even when that class usually doesnt have voting rights