MEE SUBJECTS.docx - MEE SUBJECTS PARTNERSHIP 1 Formation a...

This preview shows page 1 - 5 out of 16 pages.

MEE SUBJECTS
Image of page 1

Subscribe to view the full document.

PARTNERSHIP 1. Formation a. Sharing of Profits – prima facie evidence of partnership. b. Capacity – Anyone who can enter a binding K can be a partner c. Writing Necessary Only if partnership cannot be performed within one year. d. Limited Partnerships i. Must register ii. At least one general and one limited partner iii. Limited partners liable only for investment; cannot manage partnership. 2. Partners’ Liabilities to Third Parties e. Incoming Partner has no liability for partnership debts prior to joining, but money paid into partnership can be used to pay and debt. f. Outgoing Partner remains liable until notice given to all known and potential creditors. g. Partnership by Estoppel iv. Holding yourself out as partner makes you liable to those who rely on that. v. Holding another out as your partner makes them your agent. 3. Partners’ Rights and Liabilities a. Duty of Loyalty vi. Self - Dealing vii. Usurping Opportunities viii. Undisclosed Profits at partnership expense b. Rights Against Other Partners (These are exclusive; cannot sue for breach, etc.) ix. Accounting – Seek payment from breaching partner x. Contribution – A partner overpaying for debts can get contributions from other partners. c. Partnership Property xi. Ownership vests in surviving partners upon death. xii. Management right and partnership property belong to the partnership , thus cannot be assigned. xiii. Interests in share of profits and surplus are personal property , thus assignable. d. Division of Rights/Responsibility (Defaults; all modifiable by K) xiv. Management – Equal xv. Salary – None, unless winding up the partnership xvi. Profits – Equally xvii. Losses – Same as profits 4. Dissolution, Priority in h. Outside Creditors i. Inside Creditors j. Capital Contributions – Must be paid, even if it results in a loss. k. Profits/Losses
Image of page 2
AGENCY 1. Principal Liability for Agent Torts a. Principal - Agent Relationship xviii. Assent xix. Benefit xx.Control b. Scope of Representation – Detour v. Frolic and Intent to Benefit Principal c. Special Situations: xxi. Sub - Agents – Generally no assent or control. xxii. Borrowed Agents – Generally no control. xxiii. Independent Contractors – Generally no control. 1. UNLESS ultra - hazardous activity OR estoppel 2. Principal Liability for Agents’ Contracts a. Actual Express Authority (writing required if interest in land lasting more than 1 year) i. Revoked by unilateral act of either party OR incapacity/death of principal. b. Actual Implied Authority xxiv. Necessity xxv. Custom xxvi. Prior Dealings c. Apparent Authority d. Ratification i. Principal cannot alter terms of K. e. EXCEPTION : If partially disclosed principal, Agent can be liable despite authority. 3. Agent’s Duties to Principal a. Exercise Reasonable Care b. Obey Reasonable Instructions c. Duty of Loyalty xxvii. self - dealing xxviii. usurping opportunity xxix. secret profits
Image of page 3

Subscribe to view the full document.

CORPORATIONS 1. Formation a. At least one adult human incorporator delivers certificate to the Dept. of State & hold organizational meeting.
Image of page 4
Image of page 5
  • Spring '08
  • WOOLEY
  • Trust law, A corp.

What students are saying

  • Left Quote Icon

    As a current student on this bumpy collegiate pathway, I stumbled upon Course Hero, where I can find study resources for nearly all my courses, get online help from tutors 24/7, and even share my old projects, papers, and lecture notes with other students.

    Student Picture

    Kiran Temple University Fox School of Business ‘17, Course Hero Intern

  • Left Quote Icon

    I cannot even describe how much Course Hero helped me this summer. It’s truly become something I can always rely on and help me. In the end, I was not only able to survive summer classes, but I was able to thrive thanks to Course Hero.

    Student Picture

    Dana University of Pennsylvania ‘17, Course Hero Intern

  • Left Quote Icon

    The ability to access any university’s resources through Course Hero proved invaluable in my case. I was behind on Tulane coursework and actually used UCLA’s materials to help me move forward and get everything together on time.

    Student Picture

    Jill Tulane University ‘16, Course Hero Intern