Unincorporated Business Associations Including Agency, Partnership and Limited Liability Companies: Cases and Materials

by Gregory, William A.; Hurst, Thomas R.

• ISBN13: 9780314252081
• ISBN10: 0314252088
• Edition: 2nd
• Format: Hardcover
• Copyright: 2002-01-01
• Publisher: West Group

Summary

Designed for students not receiving an adequate foundation in fundamental concepts of agency via the "pervasive method" of teaching these concepts in contracts, torts, corporations, and other courses. Noteworthy features include special emphasis on the law of partnership and limited partnership, in recognition of the increasing significance of the partnership since passage of the Tax Reform Act of 1986; separate sections include dealing with partnership civil procedure and bankruptcy. Extensive discussion of significant changes made by the Revised Uniform Partnership Act, as amended in August 1993.

Table of Contents

Preface	v
Table of Cases	xix
Introduction to Business Associations	1	(5)
Agency: Definition and Basic Categories	6	(75)
Agency: What Is an Agent?	6	(26)
The Agent as a Fiduciary	32	(27)
General Versus Special Agents	59	(8)
Sub-Agents	67	(14)
Vicarious Liability	81	(95)
Introduction	81	(2)
Employee Versus Independent Contractor	83	(22)
Limitations on the Independent Contractor Exception	105	(18)
Negligent Selection	105	(3)
The Borrowed Servant Doctrine	108	(8)
Non-delegable Duty	116	(7)
Scope of Employment	123	(26)
In General	124	(5)
Intentional Torts	129	(15)
Punitive Damages	144	(4)
Miscellaneous	148	(1)
Statutory Inroads on the Common Law Definition of Employee	149	(27)
Bases of Authority	176	(72)
Express Authority	176	(5)
Implied Authority	181	(7)
Apparent Authority and Estoppel	188	(21)
Inherent Agency Power	209	(18)
The Equal Dignity Rule	227	(10)
Ratification and Adoption	237	(11)
Termination of Agency and Notice	248	(57)
Termination of Authority	248	(25)
Irrevocable Agency	273	(13)
Notice and Knowledge	286	(19)
The Relationship Between Principal, Agent and Third Parties	305	(65)
Duties of Agent to Principal	305	(22)
Duty of Care	305	(5)
Duty of Loyalty	310	(17)
Duties of Principal to Agent	327	(9)
Liability of Agent to Third Party	336	(34)
The Partnership	370	(76)
Definition of Partnership	370	(34)
The Joint Venture	404	(16)
The Uniform Partnership Act	420	(3)
Entity Versus Aggregate Theories	423	(4)
Partnership Civil Procedure	427	(16)
Partnership Taxation	443	(3)
Rights and Duties of Partners	446	(124)
Relations Between Partners	446	(38)
The Partner's Right to Indemnity	484	(9)
The Partner as Fiduciary	493	(20)
Relations of Partners to Third Parties	513	(37)
Partnership Property	550	(20)
Dissolution, Winding Up, and Termination	570	(135)
In General	570	(42)
Rights of Partners on Dissolution	612	(25)
Continuation Agreements	637	(5)
Post-Dissolution Problems	642	(29)
Partnership Bankruptcy	671	(34)
The Limited Partnership	705	(81)
In General	705	(14)
Limited Partnerships With Corporate General Partners: Tax and Non-tax Considerations	719	(20)
Common Problems in Operation of the Limited Partnership	739	(47)
Other Forms of Business Associations	786	(117)
Business Trusts and Joint Stock Companies	786	(14)
Professional Corporations and Professional Associations	800	(9)
The Limited Liability Company	809	(46)
The Franchised Business	855	(11)
Unincorporated Nonprofit Associations	866	(37)
Index	903