Agency, Partnerships and Unincorporated Limited Liability Entities

Catalog description

The agency and partnership components of this course expand upon the coverage in the basic business corporations’ course. Agency is the most pervasive form of business relationship, crossing legal disciplines. The focus will be upon the nature of the principal and agent relationship including rights and liabilities; ratification and estoppel; undisclosed principals; the implied and apparent authority of corporate executives; fiduciary duties from principal to agent and agent to principal, especially in a corporate setting. The tort liability of employers for the unauthorized acts of employees is also covered. A revised Uniform Partnership Act has been adopted by many jurisdictions and revitalized the law of partnership and limited partnership In this part of the course the focus in on the nature and relations among general and limited partners, the management of partnerships, particularly in law and business, fiduciary duties of partners, especially when partners leave or are expelled, and the handling of accounting, property rights and dissolution. With the recognition of the limited liability company (LLC) as an alternative form of business organization, the law of unincorporated business organizations has undergone a revolution. Today LLCs have become the entity of choice for many enterprises, and the annual number of newly formed LLCs exceeds the number of newly formed corporations. A transactional lawyer must become familiar with this form of organization and others such as the limited liability limited partnership, and the limited liability partnership, which has become a standard form of organization for law firms. This section of the course will examine the formation, powers and duties of members or limited partners, their legal nature, mode of creation, alternative forms of management, the similarities and differences of unincorporated business entities, how…