zuknow learn together

新しい教材を作成

WA Bar Exam - Agency & Partnership

カード 45枚 作成者: gabriel (作成日: 2013/12/09)

  • Agency - general rule

解説面  クリックしてカードを裏返す

アプリをダウンロードして、このコンテンツを学習しよう! AppStore / Google Play

教材の説明:

詳細はありません

公開範囲:

公開

カテゴリ:

  • このエントリーをはてなブックマークに追加
  • 1

    Agency - general rule

    補足(例文と訳など)

    答え

    • Agency is the fiduciary relationship created when two parties manifest the intention that the agent act on the principal's behalf and subject to the principal's control

    解説

  • 2

    Liability of partners - contribution

    補足(例文と訳など)

    答え

    • Any partner who pays more than her share of liability is entitled to contribution from the others

    解説

  • 3

    Consequences of dissociation

    補足(例文と訳など)

    答え

    • The dissociated partner has no rights to participate in managed; if the remaining partners continue the business, the dissociation partner is entitled to payment of the value of his partnership interest, and indemnification against partnership liabilities. In a partnership at will, dissolution will result from any dissociation event unless the remaining partners waive dissolution and continue the business

    解説

  • 4

    Rights/liabilities of general partners in LLP

    補足(例文と訳など)

    答え

    • Personally liable for partnership debts and owe fiduciary duties of care and loyalty, and an obligation of good faith. Are not personally liable for partnership debts and have only an obligation of good faith but no fiduciary duties

    解説

  • 5

    Relations of partners to third parties

    補足(例文と訳など)

    答え

    • The partners are agents and co-prinicpals of one another as to partnership business, hence each partner can bind the others and the partnership to third parties in contract and tort. Each partner is personally, but secondarily liable for all partnership debts; liability is joint and several meaning that creditor can collect entire amount of debt from any one or all of the partners

    解説

  • 6

    Winding up - generally

    補足(例文と訳など)

    答え

    • The process finishing all pending partnership transactions -- partnership continues after dissolution for the purpose of winding up. Any partner other than a wrongfully dissolving partner may wind up - whoever winds up is entitled to remuneration for their services

    解説

  • 7

    Apparent authority

    補足(例文と訳など)

    答え

    • The THIRD PARTY reasonably believes the agent has authority based on the principal's statement or conduct. The agent did not act with authority, but the principal discovers the act and explicitly approves of it

    解説

  • 8

    Partnership - operative law

    補足(例文と訳など)

    答え

    • Partnerships are governed by the Revised Uniform Partnership Act (RUPA); statutory provisions are almost all default rules that can be replaced if partners agree

    解説

  • 9

    Tort liability - independent contractors

    補足(例文と訳など)

    答え

    • Employers are not liable for the torts of independent contractors

    解説

  • 10

    Exceptions to agent's shelter from liability

    補足(例文と訳など)

    答え

    • Undisclosed/partially disclosed agency: if third party does not know the identity of the principal, or that the person contracting was an agent at all, the third party can bind EITHER the agent or the principal. Employers/principals are vicariously liable for torts committed by employees/agents acting within the scope of employment

    解説

  • 11

    Sale of LLC

    補足(例文と訳など)

    答え

    • Members may sell or transfer membership interests

    解説

  • 12

    Two classes of partners in LLP

    補足(例文と訳など)

    答え

    • 1) General partners 2) Limited partners

    解説

  • 13

    Requirements for agency relationship

    補足(例文と訳など)

    答え

    • 1) Contractual capacity of the principal (but NOT the agent)=++ NO WRITTEN AGREEMENT REQUIRED

    解説

  • 14

    Partnership - general rule

    補足(例文と訳など)

    答え

    • Partnership is an association of two or more persons to carry on as a co-owners of a business for profit (Person includes corporation)

    解説

  • 15

    Optional secondary document filed for LLC

    補足(例文と訳など)

    答え

    • An optional "LLC Agreement" may establish any internal rules of governance, distribution of control, allocation of profits, or any other matter on which the members agree

    解説

  • 16

    Required filing for LLP

    補足(例文と訳など)

    答え

    • Certificate of limited partnership

    解説

  • 17

    Liability of partners - secondary liability

    補足(例文と訳など)

    答え

    • A creditor must first exhaust partnership funds before collecting from partners individually, and must name the partners in the cause of action. A partnership, as an entity, can continue despite the death, withdrawal, or bankruptcy of a partner - the remaining partners decide whether to dissolve or to continue the business and pay off the departed partner

    解説

  • 18

    Wrongful dissociation

    補足(例文と訳など)

    答え

    • In partnership for definite term or undertaking, dissociation before completion of the term is wrongful and gives rise to damages owed other partners

    解説

  • 19

    Use of partnership property

    補足(例文と訳など)

    答え

    • Each partner is entitled to use all partnership property but only for partnership purposes. What an individual partner owns is an interest in the partnership but partners are not entitled to salary absent a specific agreement otherwise. =---only share in profit/loss

    解説

  • 20

    Dissociation - general

    補足(例文と訳など)

    答え

    • A change in the legal relationship of the partners that does NOT necessarily mean that the partnership will be dissolved/wound uup. 1) Exit of any partner 2) Death or bankruptcy of a partner 3) Expulsion of a partner by the other partners

    解説

  • 21

    Principal's contractual liability

    補足(例文と訳など)

    答え

    • Principals are bound to third parties if the agent acted with actual authority, apparent authority, or if the principal ratifies the act after the fact 1) Express actual authority: agent believes he has authority based on explicit statement of the principle 2) Implied actual authority - the agent believes he has authority based on inferences from the principal's statements or conduct

    解説

  • 22

    Fiduciary duties owed by agent to principal

    補足(例文と訳など)

    答え

    • The agent owes the principal the duties of loyalty (avoiding secret profit), obedience to reasonable directions, and reasonable care under the circumstances

    解説

  • 23

    Purported partnership/partnership by estoppel

    補足(例文と訳など)

    答え

    • Created by conduct providing the appearance to third parties that persons are partners. 1) Capital: money or property contributed to the partnership - capital contribution is a factor SUPPORTING a finding of partnership but is not required to form a partnership. 2) Partnership property: All assets that are titled in the partnership's name - partnership capital AND all property subsequently acquired with the capital

    解説

  • 24

    Membership in LLC

    補足(例文と訳など)

    答え

    • Members can be admitted to LLC only by unanimous vote of other members. Member cannot withdraw unless all other members agree

    解説

  • 25

    Partnership personality

    補足(例文と訳など)

    答え

    • A partnership is a legal entity, distinct from its partners, capable of owning property, suing, and being sued in its own name. A joint venture is a partnership with a limited scope or purpose governed by ordinary partnership law

    解説

  • 26

    Result/consequence of sale of interest in LLC

    補足(例文と訳など)

    答え

    • 1) Seller is dissociated and no longer a member

    解説

  • 27

    Termination

    補足(例文と訳など)

    答え

    • The completion of the winding up process

    解説

  • 28

    Filing for LLC

    補足(例文と訳など)

    答え

    • A certificate of formation must be filed with the secretary of state and the name must include "LLC"

    解説

  • 29

    Management of LLC - 2 ways

    補足(例文と訳など)

    答え

    • 1) Member managed (default presumption) 2) Manager managed. Unless the certificate of formation specifies otherwise, an LLC is managed by its members, each member can participate in management, and each member is an agent for the business

    解説

  • 30

    Scope of employment - definition

    補足(例文と訳など)

    答え

    • An employee acts within the scope of his employment when he acts at the direction of the employer or motivated to serve employer; MINOR and REASONABLE detours from assigned tasks are included. Intentional torts and MAJOR SELF-SERVING DEVIATIONS are not within the scope of employment UNLESS a benefit accrues to the employer

    解説

  • 31

    Agency in partnership

    補足(例文と訳など)

    答え

    • Each partner is an agent of the partnership, and each partner is also co-principal of every other partner as to partnership business

    解説

  • 32

    Liability to third parties

    補足(例文と訳など)

    答え

    • An agent acting with any form of authority is capable of binding a principal in contract to a third party

    解説

  • 33

    Partner's duty of loyalty

    補足(例文と訳など)

    答え

    • A partner must promote the best interest of the partnership, avoid secret profit, and disclose business opportunities to other partners and allow them to participate

    解説

  • 34

    Manager managed LLC

    補足(例文と訳など)

    答え

    • An LLC may opt for management by designated manager, the choice must be disclosed in the certificate of formation; once manager has been designated that person is the SOLE AGENT for the business

    解説

  • 35

    Remedy against partners for breach of duty

    補足(例文と訳など)

    答え

    • Criminal charges and damages that amount to the partnership

    解説

  • 36

    Partners' duty of care

    補足(例文と訳など)

    答え

    • A partner must avoid intentional misconduct and knowing violations of the law, and must avoid grossly negligent or reckless conduct. A partner must observe reasonable commercial standards and be honest in fact

    解説

  • 37

    LLP - liability of partners

    補足(例文と訳など)

    答え

    • Partners in an LLP are liable for their own debts and torts but are not liable for partnership debts, either directly or by way of contribution or indemnification

    解説

  • 38

    Effect of defective filing/failure to file LLP

    補足(例文と訳など)

    答え

    • Failure to file correctly results in the entity reverting to regular general partnership. Hybrid of partnership and corporation, with one or more owners called MEMBERS

    解説

  • 39

    Limited partnership - operative law

    補足(例文と訳など)

    答え

    • Limited partnerships are governed by the Uniform Limited Partnership Act (ULPA). Simplified conversion into a different entity (e.g., LLC or corporation)

    解説

  • 40

    Limited Liability Businesses - generally

    補足(例文と訳など)

    答え

    • All limited liability entities require an organizational document filed with the Secretary of State, and a name that identifies their business form. Filing w/ Secretary of State AND name with LLP in it

    解説

  • 41

    Rights of partners

    補足(例文と訳など)

    答え

    • Power can be divided in any manner the partners choose, however the default rule is equality in all rights and powers including management rights, profits, and distributions on liquidation (after payment of debts and return of capital) access to books and information, and loss sharing. Partners owe one another the fiduciary duties of loyalty, care, goof faith and fair dealing

    解説

  • 42

    Agent's liability

    補足(例文と訳など)

    答え

    • Agents are not personally bound to third parties in contract if the principal's existence and identity were disclosed

    解説

  • 43

    Formation of partnership

    補足(例文と訳など)

    答え

    • A partnership is formed merely by express or implied intent of the parties to share profits - no writing is required unless the partnership business cannot be completed within one year and no consideration or capital contribution is required. 1) At will: when there is no agreement regarding duration at outset, dissolved whenever partners agree. 2) Defined term: when partnership is explicitly for a specified term or undertaking

    解説

  • 44

    Voting power in LLC

    補足(例文と訳など)

    答え

    • Voting power is based on proportion of ownership, not equality among members -- members who contribute more money get more control. An LLC must file certificate of dissolution with the state; all creditors must file claims within three months; the LLC may opt to require known creditors to file claims within 120 days.

    解説

  • 45

    Liability in LLC

    補足(例文と訳など)

    答え

    • An LLC is a separate legal entity, responsible for its own contract and tort obligations, and members are not liable for LLC obligations. A court may impose personal liability on members in cases of bad faith or breach of duty

    解説

56554

セットの学習コンテンツ

公開初月で
60,000
ダウン
ロード!

無料アプリはこちら!

英単語をウェブサイト
からzuknowに簡単登録

覚えたい単語を選択するだけ!
簡単にzuknowに登録することが
できます

Get the free Chrome Extension

トップ