Chap_8 PPT - Principal/agent Relationships and Partnerships...

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Unformatted text preview: Principal/agent Relationships and Partnerships Chapter 8 Creation of Agency Relationship Definition of agent / principal Types of agents General Special Duties of agent to principal Independent contractor Fiduciary Duties of P to A Liabilities of the Principal for Acts Liabilities of the Principal for Acts of the Agent ­ Torts Liability for torts Basic tort law Two Basic Questions Two Basic Questions 1. Is employee an independent contractor or an employee? A. If independent contractor – no principle liability. End of analysis. B. If employee – liability ­ Respondeat Superior 2. Did the accident occur within the course and scope of employment? Lange case Frolic or detour? Coming and going to work rule Liabilities of the Principal for Acts Liabilities of the Principal for Acts of the Agent ­ Contracts Liability for contracts made by agent Scope of authority Actual (express or implied) Disclosed or undisclosed agency Apparent authority Ratification Other Agency Issues Other Agency Issues Termination of agency Right to terminate Power to terminate Partnerships Partnerships First, a word about sole proprietorships Partnership definition: “An association of two or more persons, As co­owners, To carry on a business for profit.” Partnerships Partnerships Easy to form­­but personal liability Entity is not taxed Articles of partnership­­a very good idea, although not legally required Tests for existence Has there been a sharing of profits and losses? Has there been a sharing of management and control? Relations and Liabilities Among Relations and Liabilities Among Partners Entity and aggregate theories Fiduciary relationship Right to accounting Partners’ liabilities Partners’ liabilities Personal liability – for partnership debt Torts – Basic agency principles Partnership (principal) liable for torts partners (agents) commit while “carrying on in usual way the business of the partnership.” Contracts – Basic agency principles Partners have implied authority to sign contracts which are “carrying on in the usual way the business of the partnership.” Other Issues Other Issues Partnership “property” Partnership “interest” Owned by partnership No individual rights Percentage of ownership of entire partnership Can be inherited or assigned Termination of partnerships Dissolution­­causes of “Winding up” phase Limited Partnerships and Limited Partnerships and LLPs Limited partnerships Limited liability partnerships (LLPs) How are they different from gen. Partnerships? All partners can share in management Liability limited to their investment, except for their own torts LLLPs Study Aid – p. 280 ...
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This note was uploaded on 03/07/2012 for the course GEN BUS 202 taught by Professor Parks during the Fall '11 term at Boise State.

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