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what is an agency relationship?
- 1) principal manifests intent
- 2) that the agent shall act on the principal's behalf
- 3) P has control over A
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what requirements to form an agency relationship?
- 1) consent
- 2) capacity
- -> no formalities required
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distinction: independent contractor vs. employee?
whether P has the right to control the manner and method in which A does his job
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types of authority?
- 1) actual authority (agent reasonably believes, based on prior conduct with P)
- 2) apparent authority (3rd party reasonably believes, based on P's manifestations)
- 3) ratification (accepting the transaction after it has occurred)
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what are the 2 types of actual authroity?
- 1) express authority: specified in communications between P and A
- 2) implied authority: implied from P's conduct (acquiescence)
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agent enters into K with an undisclosed principal, who is liable to K party?
both A and P
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agent's duties to the principal?
- 1) duty of obedience (follow reasonable instructions)
- 2) duty of loyalty
- 3) duty of care
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principal's duties to the agent?
- 1) duty to compensate or reimburse
- 2) duty under contract
- 3) duty to cooperate
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what happens if the principal dies?
- all authority (actual, apparent, etc) is terminated upon P's death
- (because of incapacity!)
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partner's actual authority?
- 1) express authority - maybe
- 2) implied authority to enter into contracts that are within the scope of the partnership business (because all partners have equal rights in management of the partner business)
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partner's apparent authority?
- 1) partnership holds out a partner as possessing certain authority, inducing others to reasonably rely to their detriment to believe authority exists
- 2) RUPA - act of any partner for apparently carrying on in the ordinary course of the partnership business unless
- ---a) partner had no authority for the particular matter
- ---b) 3rd party had notice that the partner lacked authority
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if agent enters into K for P, but has no authority, is A liable to T?
A is liable to T for the breach of the implied warranty that the A acted with authority
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creation of a partnership checklist
- 1) seed money - is it a loan?
- 2) management power?
- 3) under UPA, sharing profits is prima facie evidence of a partnership
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something that's owned/used/created by the partner, is it partnership property?
- Generally, personal property vs. partnership property is determined by the intent of the parties
- Court looks a number of factors:
- 1) use of partnership funds or resources
- 2) use of the property by the partnership
- 3) entry of the property in the partnership books as a partnership asset
- 4) close relationship between the property and hte business operations of hte partnership
- 5) improvement of the property with partnership funds
- 6) maintenance of hte property with partnership funds
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