1. easy, little cost

2. owner makes all management decisions

3. owner has right to all profits

4. easily transfered or sold

1. General name

2. General Partnership Agreement

-2 or more people

-carrying on business

-as co-owners

-for profit

1. General partnership agreement 

2. Right to participate in management 

3. Right to an accounting 

4. Right to share in profits 

5. Joint and several tort liability 

"The change in the relationship of the partners caused by any partner ceasing to be associated in the carrying on of the business."

1. Sale of assets, etc

2. Satisfy claims against company

3. Profits

Two types of investors:

General (manager)

Limited (investor)

Revised Uniform Limted Partnership Act

Set of provisions for formation, operation and dissolution of LP

1. Certificate of limited partnership

2. Limited Partnership Agreement

General partners have unlimited personal liability.

Limited partners have limited liability; only up to their capital contributions. 

Certicate of cancellation must be filed

liquidation of assets to:

1. creditors, including partners who were creditors

2. partners

Limited Liability Company

Separate legal entity

Artivles of orgnization

Operating agreement 

Certificate of interest (% of members ownership interest)

Member-Managed: owners manage LLC

Manager-Managed: Designate a manager. Delegate their rights to manager. Members do not have rights anymore. 

Limited Liability Partnership

All partners are limited partners who stand to lose their capital contribution if partnership fails. Not personally liable beyond contribution. 

Express- most common, expressly stated, oral or written

Implied- implied agency by conduct of parties

Agency by ratification- a person misrepresents themselves as agent, and the principal accepts the unauthorized act. Agent has no liability, principal is bound to accepted act. 

Apparent- when principal creates appearance of an agency that does not really exist. Principal cannot then deny existence of relationship and is bound by contracts created by agent during that time. 

Duty to compensate

Duty to reimburse and duty to indemnify

Duty to cooperate

Duty to perform

Duty to notify

Duty to account 

Negligence: A-Y, P-Y, if agents act was committed while performing business

Intentional tort: A-Y, P-Y Motivation test; is agents motivation to promote business, P-Y Work-Related test; did act commited withint work-related time or space

Misrepresentation: A-Y, P-Y if agent made misrepresentations while acting within scope of employement

Fully Disclosed-know both parties, P-Y, A-N, unless agent acted as principle or guarantees performance of contract

Partially Disclosed-agent discloses agency status, but not principal's identity, P-Y, A-Y, unless the 3rd party relieves A of liability

Undisclosed-unaware of existence of agency or principal's identity, P-Y, A-Y

A person who contracts with another to do something for him who is not controlled by the other nor subject to the others right to control. 

If the principal (hirerer) asserts little control, the person is an independent contractor. 

Factors: 

length of time employed

amount of time agent works for principal

if principal supplies tools and equipment used in work

degree of skill necessary to complete work

if employer has right to control manner of complete job

Mutual Agreement

Lapse of time

Purpose achieved

Occurrence of a specified event

MLPO, Maybe Life's Purpose Overwhelms

Death

Insanity

Bankruptcy of Principal

Changed Circumstances

Impossibility of Performance

DIBCI- Don't instigate Big Cats Indoors

Disparate-Treatment: treats specific employee less favorably

Disparate-Impact: treats a class less favorably

1. belong to protected class

2. applied for and was qualified for position

3. was rejected despite this

4. employer kept position open and sought applications from person with complainants qualifications

Family and Medical Leave Act

unpaid time off work for emergencies

Employee Retirement Income Security Act

Must keep records if employer offers pension plans