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Yablon - Sp03-Table of Contents-Corporations

Yablon - Sp03-Table of Contents-Corporations - Corporations...

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Corporations Table of Contents Form vs. Substance in consignments 1 I. Agency Law a) Disclosed, Partially Disclosed, Undisclosed Principle 3 b) Express and Implied Actual Authority 4 c) Apparent Authority 4 - Billlops v. Magness 5 d) Inherent Agency 5 - Lind v. Schenley Industries, Inc. 4 - Watteau v. Fenwick 6 e) Liability of Principal for the Agent’s actions, either authorized or unauthorized 5 f) Liability of P for A’s actions in violation of secret instructions 6 g) Agency relationships in LLC’s – Creature of Contracts - Arguello v. Conoco, Inc. 6 – 7 h) Liability of A for his actions for an undisclosed principal (see section on LLC’s) 19 II. Partnership Law A. Fundamental Principles a) Formation of a Partnership 7 – 8 b) Rules for Determining if a Partnership Exists 8 - Sharing in profits as a form of compensation: Fenwick v. UCC 8 – 9 c) Relations Among Partners 9 - 10 - Rights and Duties Among Partners, subject to a Partnership Agreement 9 - Right to Inspect Books and Obligation to Render Information 9 - Partner is a Fiduciary of Partnership 9 - Right to Account 10 - General Standards of Partner’s Conduct 10 d) Relations of Partners with Outsiders 10 - Partner is an Agent of Partnership 10 - Partnership Bound by Admission of Partner, Partner’s Wrongful Conduct and Partner’s Breach of Trust 10 - Partnership Charged w/ knowledge of or Notice to Partner 10 - Nature of Partner’s Liability barb2right No Limited Liability 10 - Liability of an Incoming Partner 10 B. Fiduciary Obligations of Agents and Partners a) Customer Lists - Town & Country v. Newberry (trade secrets) 11 - Coroon v. Hosch (not trade secrets) 11 – 12 b) Fiduciary Obligations of Co-Adventurers (same as Co-Partners) - Meinhard v. Salmon (Fiduciary Duty over Morals of Marketplace) 12 – 13 c) Law Firm Partnerships - “Bona Fide” Involuntary Dismissal made in “good faith”
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- Lawlis v. Kightlinger (Partnership Agreement controls) 13 - Firing of a “whistleblower” partner is allowed - Bohatch v. Butler & Binion 14
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