Agency/Partnership/LLC

An association of two or more persons to carry on as co-owners a business for profit.

No written or formal partnership agreement is necessary. Intent of parties controls; agreement to share profits raises a presumption of partnership.  

Consentual relationship arises when principal authorizes agent to represent principal in business dealings with third parties, and the agent consents to do so.

• Can be created through estoppel where a third party reasonably relies on appearance of agency.
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• P is bound by A ks if actual or apparent authority. 
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• (1) management and other rights
• (2) right to share in partnership profits and losses and recieve distributions

Absent agreement otherwise, all partners have equal rights in the management of the partnership business.  

• (1) titled in the partnership name
• (2) titled in the name of one or more partners and the instrument transffering title notes the title-holder's capacity as a partner of the existence of a partnership.

Presumped partnership prop if bought with partnership founds.

Intent unclear, look at factors: use, improvement of partnership, relationship to business, aquired in whose name, listed on partnership books.

All partners have equal right to use partnership property for partnership purposes.  

• loyalty
• Care
• good faith
• fair dealing

• promote best interest of partnership
• Avoid secret profit
• disclose business opps, allow others to particpate

• Avoid intentionaly misconduct and knowing violations
• Avoid grossly negligent or reckless conduct

Change of relationship of the partners cause by any partner ceasing to be associated in the carrying on of the business. Not necessarily cause a dissolution and winding up. 

Marks point in time when one set of partnership relationship ends. A partnership is dissolved by the express will of any partner.

Joint and severally liable, and personally liable, but secondarily to the partnership.

Proper certificate of formation must be filed with secretary of state

• Must list:
• LLC name
• Registers office
• principal place of business
• and purpose of the business 

Vesting power of management in manager.

• (1) have no management powers
• (2) are not agents for the entity
• (3) vote, according to their ownership percentage, only to elect or remove managers or to admit new memebers.