Agency, Partnerships & LLCs
Author:
Bainbridge, Stephen M.
Edition:
3rd
Copyright Date:
2019
14 chapters
have results for Agency, Partnerships and LLC, 3rd ed. by Stephen M. Bainbridge (2018)
Chapter 1. Introduction: A Typology of Business Associations 1 95 results (showing 5 best matches)
- Stephen M. Bainbridge,
- For a more detailed treatment of the corporation, see Stephen M. Bainbridge, Corporate Law (3d ed. 2015).
- Unity of Ownership and Control
- Until recently, the only important standard form contracts provided by most states were the corporation, the general partnership, and the limited partnership. In the late 1980s, however, states began adding a fourth standard form contract to this short list of options: the limited liability company (LLC). In more recent years, even more options have emerged in the form of limited liability partnerships (LLPs) and limited liability limited partnerships (LLLPs).
- The duration rules in most LLC statutes resemble those applicable to general partnerships, except that many LLC statutes formerly provided a maximum number of years during which the business may operate. The Delaware LLC statute, for example, formerly provided that the LLC must dissolve not later than 30 years after the LLC is formed. These provisions were designed to comply with old tax requirements discussed below. With the more recent liberalization of the tax laws applicable to LLCs, these requirements have fallen by the wayside.
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Chapter 3. Partnerships 121 474 results (showing 5 best matches)
- Stephen M. Bainbridge, Corporation Law and Economics
- Stephen M. Bainbridge, Contractarianism in the Business Associations Classroom: Kovacik v. Reed and the Allocation of Capital Losses in Service Partnerships, 34 Ga. L. Rev. 631 (2000)
- Stephen M. Bainbridge, Contractarianism in the Business Associations Classroom: Kovacik v. Reed and the Allocation of Capital Losses in Service Partnerships, 34 Ga. L. Rev. 631 (2000)
- Subsection (1) is a corollary of the rules governing partnership property. Recall that a partner is entitled to use partnership property only for partnership purposes, not for personal gain. In addition, this subsection provides a partnership version of the agency law prohibition of secret profits. Subsection (2) is the partnership law version of the corporate law interested director transaction doctrine. Although § 409(b)(2) appears to prohibit transactions between a partner and the partnership, this section must be read in conjunction with § 103(d)(1)(A), which provides: “specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested and independent persons after full disclosure of all material facts.” ...doctrine, partnership law thus polices rather than prohibits conflict of interest transactions. Where the other partners consent, following full disclosure, there is no liability...
- This basis of liability is known as partnership by estoppel, which like agency by estoppel only creates rights in third parties. It is not a theory one alleged partner can use as against the other member of the alleged partnership.
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Chapter 2. Agency 19 405 results (showing 5 best matches)
- § 395 (“Unless otherwise agreed, an agent is subject to a duty to the principal not to use or to communicate information confidentially given him by the principal or acquired by him during the course of or on account of his agency or in violation of his duties as agent, in competition with or to the injury of the principal, on his own account or on behalf of another, although such information does not relate to the transaction in which he is then employed, unless the information is a matter of general knowledge.”). In the corporate context, of course, the use of confidential information by an agent or other fiduciary can present the special set of problems known as insider trading.
- In most states, agency law is not codified by statute, as such, although some aspects of certain agency relationships are incidentally affected by statutes of general applicability.agency law remains mainly a common law subject. In general, the single most influential source of legal rules in this area remains the American Law Institute’s Restatement of Agency. The first Restatement of Agency was published in 1933. The Restatement (Second) of Agency was published in 1958 and remains influential because of the considerable body of case law applying it. The current Restatement (Third) was published in 2006 and is now the most up-to-date authoritative exposition of agency law. As with all restatements, a so-called Reporter drafted the “black letter” law sections setting out the Reporter’s understanding of the law, which are accompanied by explanatory comments, notes on legal sources, and illustrations.
- The Double Doctrine Agent: Streamlining the Restatement Third of Agency by Eliminating the Apparent Agency Doctrine
- Hunter Mining Laboratories, Inc. (“Hunter”) purchased computer equipment and software manufactured by Management Assistance, Inc. and M.A.I. Application Software Corporation (“MAI companies”) from Hubco Data Products. Hubco Data Products and The Data Doctors, both licensed dealers of MAI computer products, were then hired to install and program the equipment. After both dealers failed to complete the agreed upon installation, Hunter brought a breach of contract action against the MAI companies, whose liability, plaintiff claimed, stemmed from an agency relationship between Hubco and Data Doctors, the contract signatories, and the MAI companies.
- The bottom line thus can be stated fairly simply: Unless the principal and the agent have expressly agreed otherwise, the only compensation the agent may receive by virtue of the agency relationship is the compensation the principal agreed to pay or, in the absence of an agreed amount, a reasonable payment for the value of the agent’s services. Any other benefits received by the agent, which reasonably can be said to arise out of the agency relationship or by virtue of the agency relationship, from whatever source derived, must be paid over to the principal.
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Preface iii 8 results (showing 5 best matches)
- Stephen M. Bainbridge
- The agency and partnership course once was a staple of the law school curriculum. In the latter third of the 20th Century, however, corporate law mounted a hostile takeover of the business law curriculum. To the extent agency and partnership survived, it typically did so only as a small part of a course on business associations.
- The original Uniform Partnership Act (UPA) was promulgated in 1914 and eventually was adopted widely and mostly uniformly.
- Law students taking a course in unincorporated business associations are the primary audience for this text, although I hope the analysis also will prove useful to lawyers and judges seeking a fresh perspective on corporate law problems. In addition, students taking a basic course in corporations or business associations may find this volume helpful as a more expansive treatment of the law of agency, partnership, and limited liability companies.
- The emergence of the limited liability company also rekindled interest in unincorporated business associations among legal scholars. This revival was further stimulated by the multiple revisions made to the Uniform Partnership Act in the 1990s. By lending new intellectual respectability to the study of unincorporated business associations, these developments stimulated the supply side of the curricular equilibrium. Courses on unincorporated business associations have thus sprung up at many law schools. A number of very fine casebooks compete for that market, including one co-edited by the author of this volume.
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Title Page 3 results
Chapter 4. Limited Liability Companies 213 211 results (showing 5 best matches)
- Note that the statute does not speak to the apparent authority of managers in a manager-managed LLC. In addition, it does not preclude a finding that a member of a member-managed LLC is an agent of the company; it simply states that a member is not an agent solely by virtue of being a member (unlike a partner who is an agent of the partnership solely by virtue of being a partner). Instead, the Act leaves both of those questions to agency law.
- Stephen M. Bainbridge, Abolishing Veil Piercing, 26 J. Corp. L. 479 (2001)
- Early LLC statutes tracked partnership law by requiring that the LLC have at least two members and be formed for the purpose of pursuing a business for profit. More recent LLC statutes have relaxed both requirements. As a result, most states now allow the LLC to be formed for any lawful purpose. Sole proprietorships thus may now form LLCs in most states:
- In most states, filing articles of organization with the appropriate state official creates an LLC. The articles of organization are comparable to corporate articles of incorporation and are treated as such by the statute with respect to such questions as amendment and filing. In addition, the LLC may adopt an operating agreement, which fulfills many of the same functions as a partnership agreement or corporate bylaws. As is also true of corporations and limited partnerships, the LLC must comply with various additional formalities, such as maintaining a registered office and keeping certain records.
- As with agency and partnership, both members and managers of an LCC may bind the company where they act with actual In the case of a management-managed LLC, the operating agreement may limit the scope of a manager’s actual authority, although in most states such limitations are only effective against third parties who have knowledge of them.
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Table of Cases 253 35 results (showing 5 best matches)
Table of Contents 46 results (showing 5 best matches)
Index 259 121 results (showing 5 best matches)
SUMMARY OF CONTENTS 8 results (showing 5 best matches)
Citation Forms v 10 results (showing 5 best matches)
- UPA (1997): Uniform Partnership Act of 1997 (also known as the Revised Uniform Partnership Act), including the 2013 amendments.
- ULPA (1916): Uniform Limited Partnership Act (1916).
- ULPA (1976): Uniform Limited Partnership Act (1976).
- ULPA (1985): Uniform Limited Partnership Act (1985).
- ULPA (2001): Uniform Limited Partnership Act (2001), including the 2013 amendments.
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Copyright Page 2 results
- Concepts and Insights Series
- The publisher is not engaged in rendering legal or other professional advice, and this publication is not a substitute for the advice of an attorney. If you require legal or other expert advice, you should seek the services of a competent attorney or other professional.
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- Publication Date: November 9th, 2018
- ISBN: 9781640203891
- Subject: Agency and Partnership
- Series: Concepts and Insights
- Type: Hornbook Treatises
- Description: This text provides a reader-friendly, accessible overview of unincorporated business associations. While emphasizing the doctrinal issues taught in today's unincorporated business associations classes, it places significant emphasis on economic analysis of the major issues in that course. The third edition has been comprehensively updated. It includes extensive new treatment of the now final Restatement (Third) of Agency and amendments to the various uniform acts governing unincorporated business associations. The coverage has been expanded to include additional topics, especially in the chapter on limited liability companies, so as to reflect their continually growing popularity as a choice of form for small businesses. Among these new topics are extended coverage of the Restatement (Third) of Agency and the 2013 versions of the Uniform Partnership Act and the Uniform Limited Liability Company Act.
