Agency, Partnership and LLCs

This course is devoted one-third each to the law of agency, partnership, and limited partnership and limited liability companies. For agency, the focus is on the implied and apparent authority of corporate executives, on the mode of ratification of unauthorized transactions, and on the fiduciary duties from principal to agent and agent to principal, especially in a corporate setting. The tort liability of employers for the unauthorized acts of employees is also covered.

In partnership, the focus is on practical issues arising in commercial and law partnerships, notably the management of partnerships, fiduciary duties among partners, especially when partners leave or are expelled, and the handling of accounting and property rights.

The coverage of limited partnership includes the powers and fiduciary duties of general partners, the status and rights of limited partners and the extent of control limited partners can exercise over general partners. In the new field of limited liability companies, we will review their legal nature, mode of creation, alternative forms of management, financial structure and fiduciary duties, together with the doctrine of piercing the corporate veil.

Credits: 2 or 3

Type: LEC