Agency, Partnership, and LLCs: Examples & Explanations

Preface

Introduction

Special Notice

PART ONE: AGENCY

1: Introductory Concepts in the Law of Agency

1.1 The Agency Relationship Defined and Exemplified; Its Players Identified

1.2 Creation of the Agency Relationship

1.3 The Relationship of Agency and Contract

1.4 Major Issues in the Law of Agency

2: Binding Principals to Third Parties in Contract and Through Communications

2.1 "Binding thePrincipal"

2.2 Actual Authority

2.3 Apparent Authority

2.4 Estoppel

2.5 Inherent Agency Power

2.6 Ratification

2.7 Chains of Authority

3: Binding the Principal in Tort

3.1 Overview

3.2 Respondeat Superior

3.3 Liability for Physical Harm Beyond Respondeat Superior

3.4 Torts Not Involving Physical Harm

3.5 Attributing Torts in Complex or Multilevel Relationships

4: Duties and Obligations of Agents and Principals to Each Other and to Third Parties

4.1 Duties and Obligations of the Agent to the Principal

4.2 Duties and Obligations of the Agent to Third Parties

4.3 Duties and Obligations of the Principal to the Agent

4.4 Duties and Obligations of the Principal to Third Parties

5: Termination of the Agency Relationship

5.1 Ending the Agency Relationship

5.2 Power Versus Right in Termination

5.3 Effects of Termination

6: Distinguishing Agency from Other Relationships

6.1 Agency and Other Beneficial Relationships

6.2 Ersatz Agency

6.3 Constructive Agency

PART TWO: PARTNERSHIPS

7: Introductory Concepts in the Law of General Partnerships

7.1 The Role and Structure of the Uniform Partnership Act

7.2 Partnership Described

7.3 The Hallmark Consequence of Partnership: Partners' Personal Liability for the Partnership's Debts

7.4 Contesting and Establishing the Existence of a Partnership

7.5 Partnership by Estoppel

RUPA Highlights

8: Financial Aspects of a Partnership (Creation and Operation)

8.1 The Practical Background

8.2 The Partner's Basic Return

8.3 Rules for Sharing Profits and Losses

8.4 A Partner's Right to Indemnity

8.5 Remuneration for Labor Provided by Partners to the Partnership

8.6 Remuneration for Capital Provided by Partners to the Partnership

8.7 Special Problems with K—and—L Partnerships

8.8 Property Interests in Partnership Law

RUPA Highlights

9: Management Issues and Fiduciary Duties

9.1 The Panoply of Management Rights

9.2 The Right to Know

9.3 The Right to Be Involved in the Business

9.4 The Right to Bind the Partnership

9.5 The Right to Participate in Decision Making and to Veto Some Decisions

9.6 Agreements That Change Management Rights

9.7 Management Duties

9.8 Partner's Fiduciary Duty of Loyalty

9.9 The Impact of Agreements on Partner Fiduciary Duty

9.10 Enforcing Inter Se Obligations: Action for an Accounting

RUPA Highlights

10: The Power to Bind the Partnership

10.1 Overview

10.2 Binding the Partnership Through a Partner's Consensual Act (UPA §9)

10.3 Binding the Partnership Through Partner Admission (UPA §11)

10.4 Binding the Partnership Through Information Possessed by a Partner (UPA §12)

10.5 Binding the Partnership Through a Partner's Tortious Acts (UPA §13)

10.6 Binding the Partnership Through a Partner's Breach of Trust (UPA §14)

RUPA Highlights

11: Ending the Partnership — Dissolution and Winding Up

11.1 Foundational Notions

11.2 Management Issues During Winding Up

11.3 The Fate of the Partnership Business

11.4 The Impact of Dissolution on the Partners

11.5 Avoiding Dissolution by Agreement (A Specious Idea)

11.6 Wrongful Dissolution Without Breach of Agreement

RUPA Highlights

12: Limited Partnerships, Limited Liability Companies, and Limited Liability Partnerships

12.1 Limited Partnerships

12.2 Limited Liability Companies

12.3 Registered Limited Liability Partnerships

Index