BA Notes - Business Associations Outline Tuesday – 15...

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Unformatted text preview: Business Associations Outline Tuesday – 15 January 2008 I. First Day a. Principles of Agency Law II. Definition of agency – manifestation of consent by one person (the principal) that another person act on the principal’s behalf and under principal’s control, and the agent’s consent to act III. Def of partnership – two or more persons engaged as co-owners of a business for profit IV. Gorton v. Doty a. Facts: Appellant (Doty) let coach borrow her car to drive to football game. Car crashed and injury caused death of coach and injury of Gorton. b. Issue: Was an agency rel’p created on these facts? Was the coach an agent of Doty? c. ROL: Definition of agency – manifestation of consent by one person (the principal) that another person act on the principal’s behalf and under principal’s control, and the agent’s consent to act d. H: Coach was an agent of Doty e. Analysis: There was a clear manifestation of consent b/c Doty gave keys, etc. to drive her car. But we also need proof Doty manifested consent to act on Doty’s behalf f. Ct says b/c of principal/agent rel’p there was such manifestation of consent g. Ct bases decision simply on condition precedent “if you drive it” that Doty gave to the Coach h. Ct was probably seeking deep pockets so medical expenses could be paid V. Notes a. Agent deviate from their instructions all the time – that does not destroy principal/agent rel’p VI. A. Gay Jenson Farms Co. v. Cargill, Inc. a. P’s are farmers who sold grain to Warren. Cargill was a worldwide dealer of grain/seed, etc. Cargill gave credit to Warren – debt grew over time. Cargill played 2 roles: these are very much interrelated i. Buyer of grain ii. Supplier of financing b. I: Whether Warren was Cargill’s agent c. H: There was an agency relationship d. Factors Ct considered indicating Cargill’s control over Warren – pp. 10-11 e. Remember rel’p began as buyer of grain and provider of credit – we must decide if Cargill is exercising control over Warren VII. Mill St Church of Christ v. Hogan – p. 14 a. No Notes 1. Apparent Authority a. Lind v. Schenley Industries, Inc. – p. 16 i. Not talking about this today 2. Apparent Agency a. 370 v. Ampex – p. 22 i. 370’s arg – document was offer to sell by Ampex, accepted upon Joyce’s signature ii. Ampex arg – document was nothing more than a solicitation, which became an offer to purchase upon execution by Joyce, but Ampex never accepted iii. Joyce counterarg – even if Ampex arg true, offer was later accepted by representatives of Ampex iv. DC concluded enforceable K – didn’t say whether document was offer to sell accepted by Joyce or an offer to purchase when signed by Joyce which was later accepted by Ampex v. This ct rejects first alternative 1. Says no E support 2. Must be meeting of the minds vi. So at best doc was offer to purchase when Joyce signed it; so ct needs to find some act of acceptance by Ampex vii. Ct talks about memorandum in Ampex that they would sell; also a letter to Joyce on 11/17/72...
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This note was uploaded on 04/18/2008 for the course BUSINESS A Unsure taught by Professor Moody during the Spring '08 term at Florida Coastal School of Law.

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BA Notes - Business Associations Outline Tuesday – 15...

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