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This text provides a reader-friendly, accessible overview of unincorporated business associations. While emphasizing the doctrinal issues taught in today's unincorporated business associations classes, it places significant emphasis on economic analysis of the major issues in that course. The second edition has been comprehensively updated. It includes extensive new treatment of the now final Restatement (Third) of Agency and amendments to the various uniform acts governing unincorporated business associations. The coverage has been expanded to include additional topics, especially in the chapter on limited liability companies, so as to reflect their continually growing popularity as a choice of form for small businesses. Among these new topics are single member LLCs, shelf LLCs, conversion to an LLC from other forms of business organizations, promoters' duties, non-profit and low profit LLCs, and freedom of contract in LLC law.
Rights and Duties Between Principal and Agent, Partners, and Members of an LLC; Vicarious Tort Liability; Express, Implied and Apparent Authority; Inherent Agency Power; Undisclosed Principal; Ratification; Notice, Notification, Imputed Knowledge; Termination of Authority; Partnership Formation, Operation and Termination; Fiduciary Duties Among Partners; Right to an Accounting; Creditors' Rights Against Partners and the Partnership; Dissociation and Dissolution; Winding-Up; Liquidation. Limited Partnership and the LLC: Creation, Operation and Dissolution.
The topics covered in Agency & Paternership are rights and liabilities between principal and agent (including agent's fiduciary duty, principal's right to indemnification), contractual rights between principal and third persons (including creation of agency relationship, authority of agent, scope of authority, termination of authority, ratification, liability on agents contracts), and tort liability (including respondeat superior, master-servant relationship, scope of employment). Also included are property rights of partner, formation of partnership, relations between partners (including fiduciary duty), authority of partner to bind partnership, dissolution and winding up of partnership, and limited partnerships.
Important features of Business Associations, Fourth Edition, include: * Complete & developed materials on agency & partnership reflecting the authors' view that a good background in agency & partnership principles is important for its own sake, & for the study of corporate law * Problems helpful in illustrating material * Attention to the lawyer as planner, as opposed to litigator or critic.
This short, self-teaching paperback is a superb way to give your students substantive foundation covering all agency and partnership issues. Use it to efficiently manage class time in your Corporations, Business Associations, or Agency and Partnership courses by allowing students to learn key concepts on their own. As part of the Little, Brown Examples and Explanations Series, AGENCY AND PARTNERSHIP: Examples and Explanations combines clear, accessible text with analytical problems and explanations to allow students to test their understanding of the material. The author devotes the first six chapters to coverage of agency And The latter five to partnership. Each chapter progresses from simple to more detailed problem to reinforce learning and give students practice with more complex issues. Other helpful features include: -diagrams that enhance textual discussion -thumbnail lists of key issues regarding RUPA -clear readable format Whether you teach a combination course or a separate Agency and partnership course, give your students a solid background in this important are. Assign or recommend AGENCY AND PARTNERSHIP:Examples and Explanations! Table of Contents Preface Introduction Special Notice PART ONE: AGENCY 1: Introductory Concepts in the Law of Agency 1.1 the Agency Relationship Defined and Exemplified; Its Players Identified 1.2 Creation of the Agency Relationship 1.3 the Relationship of Agency and Contract 1.4 Major Issues in the Law of Agency 2: Binding Principals to Third Parties in Contract and Through Communications 2.1 'Binding the Principal' 2.2 Actual Authority 2.3 Apparent Authority 2.4 Estoppel 2.5 Inherent Agency Power 2.6 Ratification 2.7 Chains of Authority 3: Binding the Principal in Tort 3.1 Overview 3.2 Respondeat Superior 3.3 Liability for Physical Harm Beyond Respondeat Superior 3.4 Torts Not Involving Physical Harm 3.5 Attributing Torts in Complex or Multilevel Relationships 4: Duties and Obligations of Agents and Principals to Each Other and to Third Parties 4.1 Duties and Obligations of the Agent To The Principal 4.2 Duties and Obligations of the Agent to Third Parties 4.3 Duties and Obligations of the Principal To The Agent 4.4 Duties and Obligations of the Principal to Third Parties 5: Termination of the Agency Relationship 5.1 Ending the Agency Relationship 5.2 Power Versus Right in Termination 5.3 Effects of Termination 6: Distinguishing Agency from Other Relationships 6.1 Agency and Other Beneficial Relationships 6.2 Ersatz Agency 6.3 Constructive Agency PART TWO: PARTNERSHIPS 7: Introductory Concepts in the Law of General Partnerships 7.1 the Role and Structure of the Uniform Partnership Act 7.2 Partnership Described 7.3 the Hallmark Consequence of Partnership: Partners' Personal Liability For The Partnership's Debts 7.4 Contesting and Establishing the Existence of a Partnership 7.5 Partnership by Estoppel RUPA Highlights 8: Financial Aspects of a Partnership (Creation and Operation) 8.1 the Practical Background 8.2 the Partner's Basic Return 8.3 Rules for Sharing Profits and Losses 8.4 A Partner's Right to Indemnity 8.5 Remuneration for Labor Provided by Partners To The Partnership 8.6 Remuneration for Capital Provided by Partners To The Partnership 8.7 Special Problems with K-and-L Partnerships 8.8 Property Interests in Partnership Law RUPA Highlights 9: Management Issues and Fiduciary Duties 9.1 the Panoply of Management Rights 9.2 the Right to Know 9.3 the Right to Be Involved in the Business 9.4 the Right to Bind the Partnership 9.5 the Right to Participate in Decision Making and to Veto Some Decisions 9.6 Agreements That Change Management Rights 9.7 Management Duties 9.8 Partner's Fiduciary Du
This is a comprehensive guide to the law relating to this particular type of corporate vehicle, which combines a degree of protection from personal liability with the traditional flexibility of a partnership.
This book is a collection of edited cases, original text, questions, and problems designed for use in a law school level course on agency, partnerships, and limited liability entities. A key feature of this casebook is the extensive coverage of limited liability entities, especially unincorporated limited liability companies (LLCs). The authors include cases on such LLC topics as formation, interpretation of the operating agreement, piercing the LLC "veil," fiduciary obligation, expulsion of an LLC member, and dissolution. Also included is a section on the question of whether membership interests in LLCs and limited partnerships are a security.
The first complete guide containing everything needed to form, operate and dissolve a Delaware limited partnership, including forms prepared by the authors, explanations of every statutory section, and analysis of fiduciary duties, protections, reorganization, foreign limited partnerships, derivative actions, and indemnification rights. By Martin I. Lubaroff and Paul M. Altman. The text of every section of the Delaware Revised Uniform Limited Partnership Act, as revised from 1983 through 2011, is set out in full, showing additions and deletions in each version of the act. The explanations of every statutory section cover all practical aspects of forming, operating, and dissolving a limited partnership. Thorough explanations of statutory provisions are integrated with detailed analysis of case law from Delaware. Plus, timely coverage is given to critical legal issues: Fiduciary duties of the partners Protections related to the liability of limited partners Defining the financial aspects of the limited partnership General and limited partners Reorganization of a limited partnership with or into other types of business entities Foreign limited partnerships Derivative actions Indemnification rights that can be granted to partners under a partnership agreement Delaware limited liability companies