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Agency OUtline

Agency OUtline

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Published by: chelseazeller on Dec 01, 2010
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The Law of Unincorporated Business Enterprises -4 common concerns of co-ownership: 1.

right to manage or at least share in the management of the business 2. the option to avoid personal liability for the debts of the business 3. enjoyment of favorable tax treatment 4. right to exit the business and cash out one’s holdings in a reasonably prompt way. 1. The sole proprietorship – one person going into business without making any plans for an entity to carry on the business. (one of the two “default” ways of doing business. -General Partnership: more than one owner. 2. The business trust –“common law business – mass” unincorporated business association; for asset securitization entures in which income-generating assets such as mortgages are pooled in a trust with participations interests in the trust sold to investors. -concern is liability: liability of beneficial owners if they exercise control over the trustees. Agents: all employees are agents by definitions 3. The Partnership: created when two or more persons carry on as co-owners as a business for profit; a “default” form of doing business. 4. The Limited Liability Partnership (LLP) – new; makes available limited liability for all partners of a general partnership if filing is made; shields partners from vicarious liability for the acts of others. 5. The Limited Partnership – creature of statute; has general and limited partners. 6. The Limited Liability Limited Partnership (LLLP) – entity authorized by statute and has only recently arrived on the scene. If properly filed, limited liability is extended to the general partners of a limited partnership in the same manner asi t is ito partners in an LLP. Agency: 3 elements 1. Acting on behalf of: acting party must be acting on behalf of the principal in order to create the special powers and liabilities that accompany the agency relationship. 2. consent: consent of both parties; mutual agreement – can be implied and extree 3. control: Carrier: focuses on acting on behalf of – Sears: deals with implied consent

The Electronic Agent: computer program. not as his own property but as the property of the principal. General Electric Co. C. Agency OR sale? – depends if essence of sale or essence of agency is to sell is the delivery of the goods to a person who is to sell them. who remains the owner of the goods and who has right to control ther sale. Agency or Bailment Jones v. control and “on behalf of. fix the prices. The Ambigious Principle Thayer v. etc. Cargill. Management Assistance: focuses on two elements of agency. Courts use second more. The restatement of agency: Restatement second is narrower than restatement third which is broad. Agency or Sale Hunter Mining Laboratories v. -Restatement Second: principal possesses the right to control the agent’s conduct A. G. United States v. Issue: Relationship was one of agency or of seller and buyer? Held: Seller and buyer. Proof of Agency: One of fact. Taylor: Jones seeks to recover damages to his automobile against Taylor. burden of proof is on the party asserting the agency relationship. Factor: agent employed to sell goods entrusted to his possession and control by consignment Broker: an agent paid by commission who acts as an intermediary between buyer and seller and does not have control or possession of the property. B.” Did MAI assert control of Hubco. yes but did not find Hubco to be the agent of MAI. Gay Jenson Farms Co. Pacific Electric Railway: . etc. Agency or Debtor-Creditor Relationship A. v. Inc.

Kilbourn v. Subagency: agents acting for other agents I.: H.Dual Agency rule: Agent cannot act on behalf of the adverse party to a transaction connected with the agency without the permiossion of the principal. The History of Agency and other matters . Henderson: Norby v. Bankers Life Co.

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