Partnerships and Agency Law

Flashcards covering key concepts in partnerships and agency law, including business organizations, types of partnerships, agent authorities, and liabilities.

Business Organizations can be - No separate legal identity, debts and liabilities belong to individuals who own and run the business or - Created by legal process and is a legal entity.

Unincorporated, Incorporated

A __ is the Simplest and most flexible business organization.

Sole Trader

General Partnership is not a legal entity separate from its partners whereas both a __ and a registered limited company are legal entities separate from their members.

Limited Liability Partnership (LLP)

In a General Partnership, partners’ liability is __ and the partnership dissolves when a partner leaves.

Unlimited

The Partnership Act section 24 sets out the __ however partners can agree not to be bound by the rights set out in the Act and instead make their own arrangements.

Rights of Partners

Partners personally liable for any or . Each one for the whole (jointly & severally liable).

Debts, Liabilities

A General partnership can convert to a __, but a limited company cannot convert to an LLP.

Limited Liability Partnership (LLP)

A Limited Liability Partnership's name must end with the words __.

LLP

__ is the relationship that exists between two persons (natural or legal) known as the principal and the agent.

Agency

The law imposes __ duties on an agent, for instance requiring an agent to act honestly in good faith, to avoid conflict of interest, and not to take bribes or make secret profits.

Fiduciary

__ - Agents act in ordinary course of business.

General Agents

__ - Agents act in particular transactions.

Special Agents

__- Self-employed intermediaries who have continuing authority to negotiate the sale or purchase of goods on behalf of a principal.

Commercial Agents

__ authority - most common method of creating an agency relationship is by an express agreement.

Express Actual

__ authority - authority to act has been inferred from the conduct of the parties.

Implied Actual

__ authority - representation made by a principal to third party that an agent has authority to act when he doesn’t.

Apparent

Where the principal is __, the agent has no liability.

Disclosed

Where the principal is __, the agent is responsible initially, but the principal may intervene to enforce the contract providing the agent had authority to act.

Undisclosed

An Agency of __ will only arise if all the following conditions are met: the agent is in control of the principal’s property, and a genuine emergency has arisen requiring the agent to take particular action to protect interests of the principal.

Necessity

__ is where the principal’s words or actions give the impression that he has consented to a person acting as his agent.

Estoppel