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Agency & Partnership Law, & NC distinctions

Terms in this set (12)

Statute of frauds
None required by agency law
BUT NC LAW has no 1 year requirement in it's Statute of Frauds
Equal dignified rule
Doesn't apply in NC
Termination of actual authority
1) after a specified time/event, or a reasonable time
2) by a change in circumstances
3) if agent acquires adverse interest
4) when agent says so
5) when principal says so
6) by death/incapacity/bankruptcy
Ratification of unauthorized agency action
If A had no authority, Principle can ratify by expressly affirming the contract, accepting the benefit of it, or suing 3rd party on the contract
Tort liability
Called master-servant instead of principal-agent
-scope of employment test
-right to control how S did job(independent contractor)
-intentional torts =Outiside th escope of employment
General partnership
1) person receiving share of profits is presumed to be a partner
2) no writing is required by Statute of Frauds
3) partnership by estoppel: protects reasonable reliance ON CONTRACTS by 3rd parties, Not TORT acts
4) partners may use partnership. Property ONLY for partnership purposes
5) a Partner's economic interest is FREELY transferable.
6) (unless otherwise agreed):profits and losses split equally, NOT in proportion to their contributions. & all have equal management rights, & right to indemnification plus interest, & NEW Partner requires unanimous consent
7) coneyance of property: names otitle must match, and authority to sell must be there, if not, buyer just get the partners Equitable interest.
8) joint and several liability
Limited liability partnership exceptions
Same as a gen partnership, except for NO vicarious liability(but partnership itself still liable for the acts, just individual partners not liable personally)
Dissolution of partnership
1) at end of definite term
2) at completion of Particular Undertaking
3) at a Partners Express will or Withdrawal
-Breach of contract if dissolved before term.
-No breach liability if all partners consent
-partnerships Prior creditors entitled to PERSONAL notice
Distribution of partnership. Assets after dissolution
Order of payment
1) 3rd party creditors
2) partners(other than for CAPITAL and PROFITS<ie for loans>)
3) to partners for CAPITAL
4) to partners for PROFITS
*NC rule, separate creditors have priority on seperare property(I.e. Personal)*
FRE bankruptcy: all creditors have equal claims o separate property.
LIMITED PARTNERSHIP(not LLP)
Has both general and limited partners
1) liability of limited partner is capped at her CAPITAL contribution, even if exercising control
2) limited partner can only withdraw if provided for in partnership agreement(otherwise can withdraw under wrongful dissolution)
3) joint and several liability for limited partners(lmtd to cap contribution)
Liability of general partners:apply normal general partnership rules, I.e. Joint and several liability
4) disturb of assets after dissolution: 3rd party creditors and LIMITED PARTNER CREDITORS paid first, then GENERAL PARTNERS who are creditors, then partners owed distributions, then return of capital, then profits
LIMITED LIABILITY-LIMITED PARTNERSHIP(LLLP)
LP(limited partnership safe) PLUS LLP(general partners safe) = LLLP(all partners safe)
limited liability companies
Same liability as an LLP
Management: managers, directors(managers without authority) executives(carry out management orders)
Sets with similar terms