Agency/P/LLC

NEED proper cert of formation, filed with sec of state, cert list the LLCS name, registered office, principal place of biz, and purpose of biz. If proper, exists at close of biz day on filing. 

association of two or more peeps to carry on as co owners of business for profit. No writing, no filing necessary. Intent of parties controls, but dont need to intend a partnership. Every partner is agent of partnership for purpose of biz. Every partner also agent fo revery other partner individually. Acts within authority actualyl granted to a partner bind parntership and each partner individually.

Agreement to share profits = presumption of partnership 

members have limited personal liability limited to contributions, but entity receives benefit of taxation as a partnership. 

cert of formation can create management strucutre like corp by vesting management in mangers. If management is vensted in managers, individual members are analgous to shareholders. Means have no management powers, are not agents of entity, and vote according to ownership percentage only to elect or remove manages or to admit new members. 

When LLC prop formed, neither members nor managers are personalyl liable for the entity's tort obligations. Under respondeat superior, LLC is liable for torst committed by a member in ordinary course of business. LLC member personally liable for own tort. 

where have corporate like structure. only manager can bind LLC. Third parties put on "notice" bc has to be filed in the cert of formation. COMPARE to default, which is member-managed where ALL members have authority to bind the LLC. 

Only the manager can bind the LLC to Ks. If member enters into K on behalf of LLC withotu proper autority, that K can be disclaimed, leaving that member solely liable for K obligations. If member enters into K without authority, manager may ratify the K and the LLC will become liable for it.

A member cannot withdraw generally from LLC except as provided in the LLC agreement OR upon unanimous consent of all members.

Dissolution is termination of entity's existence. On dissolution, the LLCs affairs are to be wound up. An LLC is dissolved upon unanimous written consent of members, when specified in LLC K, or 90 days after the last member dissociates from the LLC unless thos having rts as assignees of the LLC have voted to admit one or mroe new members by the 90th day. 

When a manger withdrawals in manager-managed LLC, members may pick a new manager. Members must designate a new manager or be member-managed by default and refile with the state.

RUPA - revised uniform partnership act

each partner acts as agent and a principal to each other. Each parnter has actual authority to enter into K on behalf of partnership. A partner has apparent authority to enter into K on behalf of partnership if 3rd party reasonably believes he is acting on behalf of partnership

held jointly and severly liable for all partnership debts. partners are personally liable. Creditors must first exhaust partnership assets before collecting from partners. 

Duty of loyalty, due care, and good faith. Loyalty = no self dealing or secret profits, and acting in best interst of biz. Due care = avoid reckless and gross negligence. 

NEED to file cert of LP with sec of state and have term limited partnership or LP in name. All parties MUST sign. LP provides limited liability for limited partners (they are liable only up to amount of investment in partnership) while gen partners are subject to personal liability 

terminate at will if P not set for definite time. If partner decides to leave, entitled to fair payment of value of his share of partnership. 

partners withdraw triggers dissociation. Once a partner dissociates he has no right to manage and may not participate in winding up. Entitled to amount or share of partnership.

After dissociate, still liable for any actions dissociated partner did (like torts), but not held liable for any torts or Ks entered into by partnership after that point. But liable for conduct before you dissociate.  

partnership may dissolve after partner dissociates. However, P may decide to continue in operation and not dissolve if remaining partners decide to do so.

if dissolved, winding up is next step. Any partner may conduct winding up as long as she not wrongfully dissociated. Partner who handles winding up entitled to payment for services.

last step in ending. Debts to outside creditors paid, then debts to inside creditors, then return capital contributions, and division of profits/losses between partners

Governs LPs

Can be anything of value, such as services or property

Generally, dont owe anything other than general good faith and fair dealing. 

Dissociation of LP doesnt result in dissolution of entire LP unless last gen partner dissociates, the LP dissolves.

Can occur by agreement, or default rule above.  

Default in LP is that profits, losses and distributions will be shared according to amount contributed. But can make it equal sharing.

Use to not be ok, now there name can be in the name.

Dissolution = termination of entity. On dissolution, LLCs affairs to wound up. LLC is dissolved upon unanimous written consent of the members, when specified in the K, or 90 days after last member dissocaites from LLC unless those having rights as assignees of the LLC have voted to admit one or more new member by 90th day. 

Person winding up MUST make reasonable provisions for all known claims and obligations, including contingent claims and conditional/unmatured claims, to extent of assets available or may be personally liable. 

Gov by UCC. If sales K in Agency/Partnership ?

Witha ctual authority can bind principle. Actual authority exists if agent reasonably believed based on principles statemetns/conduct that had authority to act. Apparent authority when third party reasonably beleivs, Based on PRINCIPALS statements/conduct, that agent had authority to bind. 

Even if act without authority, principal can ratify it.  

Gen, not liable, unless warranty of agency breach where agents rep to third party that she is acting on behalf of principal is deemed a warrant and breach may lead to liabiity. 

Agent can also be liable to principal for binding them 

Prima facie case = duty, standard and breach of it, causatioon and damages. 

Minor deviations from course/scope of employment still bind employer while major deviations or frolics will not

WA LAW AGAINST DISCRIM provides the right to be free from discrim bc of race, creed, color, national origin, or sex. An employer may not refuse to hir any person of age, sex, marital status, sex orientation, race, creed, color, or national origin unless based upon a bona fide qualification. 

IIED when pltf suffers severe mental distress, caused by defs intentional or reckless behavior, that is judged extreme and outrageous by pltf and reasonable person (of pltf alone if def knows of vulnerability). 

guilt when attribute statements or conduct to another that he did not say or do and that false light would be objectionable to a reasonable person

tend to be outside scope of employment so employer nto liable, but not always.