Law Outlines Agency and Other Unincorporated Businesses Outlines
I hand wrote my notes for this entire class and used those notes to create this outline for use in studying for the Final Exam. ...
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CREATON OF PARTNERSHIPS
Introduction
-A gen p’ship is easy to form & operate
-It can be created by oral agreement & can be run w/ considerable informality
-No documents are files as part of its creation
-If “2 or more people associate as co-owners to carry on a business for profit” & take no other steps to formalize their relationship in any other way, they have created a p’ship
-All other businesses are statutory in origin
Can create p’ship relationship w/o even knowing you are doing so
The LLP
-Provides for the limited liability of partners in a general partnership upon the filing of a doc w/ the State
-The concepts of Gen P’ship applies to LLP’s, w/ the exceptions of vicarious liability of partners
-In “full shield” states; where there is no vicarious liability of partners for the contractual and tort liabilities of their p’ship, partners enjoy protection similar to shareholders of corporations
-In general “partial shield” states provide protection only from vicarious tort liability or limit the availability of the LLP only to certain businesses, or both.
-Some states require LLP’s to maintain ins
-Nearly all states & ULLPA require that an LLP identify itself as a LL entity by including LLP in their name
-ULLP & many states require annual report filing
The Partnership Relationship Defined and Distinguished from Other Relationships
Historical
Appeared very eary in English commercial law and English Equity courts established the principle:
That partners are fiduciaries of each other and have a right to have p’ship property applied to p’ship purposes.
Early Test of Partnership
Waugh v. Carver
“he who takes a moiety of all the profits indefinitely, shall, by operation of law, be made liable to losses, if losses arise, upon the principle that by taking a part of the profits, he takes from creditors a part of that fund which is the proper security to them for payment of their debts”
There is a tough distinction btwn taking profits as profits & taking profits as wages.
BUT CREDITORS DON’T RELY ON PROFITS FOR PAYMENTS! THEY GET PAID BEFORE THERE ARE ANY PROFITS
Partnership as Mutual Agency
Cox v. Hickman
Smith & Smith had business...
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I hand wrote my notes for this entire class and used those notes to create this outline for use in studying for the Final Exam. ...
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