M4

Question 1

Does osmeonoe need to actively engage and contribute skill/capital to be a partner?

Answer 1

NO you can be a partner who deosnts

Question 2

what are the tests to seeing if a partnership is taking place

Answer 2

1. joint participatnts in managemen and control of businesss
2. joint ownership of property
3. stating intention to form partnership
4. sharing information
5. holding out relationships to 3rd party as a partnership

Question 3

no paperowrk needed for a partnership!!

Question 4

law of agency

Answer 4

any partner can bind organization to a 3rd party in a contract; can make firm collecticvely liable to tort that is raised

Question 5

BUT in partnership a partners act outside the firms typical course of business can not make other partners liable

Question 6

Fiduciary duties of partners

Answer 6

1. where fiduciary is acting on behlaf of another PERSONAL INTEREST CAN NOT SWAY THEM
2. fiduciary can not profit from position of trust

Question 7

3 charactieris of relationship where there is a fiduicaryy obilgation “test”

Answer 7

1. fiduciary has scope fo rthe exercise of some power
2. foduciary can unilaterally excersie power for legal/practical interests
3. beneficiary is at the mercy of the difuciary that has power

Question 8

a person in a partnership has a duty to be loyal to the firm AND has to fellow partners

Answer 8

• partners must be honest. cant compete with the firm. cant use partnership property for gain. cant use info from the partnership for personal benefit. cant take advantage of business opportunies gained from the partnership.

** all of these can be changed with consent

Question 9

Formal requirements for partenrships

Answer 9

• virtually none!!!! you can do nothing
  but section 106 in AB must file a declaration form [THIS IS IN THE PARTNERSHIP ACT]

Question 10

PARTNERSHIP ACT

Answer 10

1. EQUAL SHARING OF PROFITS/LOSSES
2. ALL PARTNERS CAN APARTICIAPTE IN MANAGEMENT
3. NO PARTNER GETS SALARY!!!! THEY GET PROFITS OF BUSINESS
4. MAJORITY RULES
5. YOU NEED UNANIMOUS CONSENT A LOT
6. RECORDS MUST BE AVAILABLE FOR INSPECTION

Question 11

3 types of partnerships
[mix between partnerships x corps]

Answer 11

General
limited partnership
Limited liabiltiy partnership

Question 12

Limited partnership

Answer 12

1. a silent partner who invests money but is not responsible for activity “second tier partner”
2. they CANT be involved in legal or day to day operations, and their liabiilty is limited to the amount they invested.

CAN CONTRIBUTE CAPTIAL!!!!! BUT NOT TO SERVICES

Question 13

General partners CAN contribute to business but fully exposed for risks

Question 14

requirements for liimted partnership

Answer 14

1. NEED one gernal partner who is 100% liable
2. must declare at registry
3. limited partners cant be invlved in services BUT CAN give advice
4. Ltd partners cant be in the name of the firm
5. if the partner does bad things they become general partners

Question 15

Limited liability partnerships

Answer 15

oNLY available for professional aprtnerships! LIKE CHARTERED ACCOUNTS/DENTISTS ETC

-> an LLP partner is not liable AT ALL!!!!! for negligence/wrongdoing for other partners

BASICALLY when there is an LLP there is LIABILITYROTECTION!!!! ONLY those partners who do wrongful acts are liable

Question 16

agency relationship

Answer 16

relation between princpial party and agent party!! acting on behald

Question 17

an agent is an alter ego NOT A PERSONAL CONDUIT

Answer 17

AGENT SHOULD ALWAYS ACT IN THE BEST INTEREST OF PRICNIPAL

Question 18

why would u get an agent?

Answer 18

when u are entering a foreing market! they have local knwoledge

Question 19

what are the features of the agency relationship

Answer 19

Agent has authority to represnt and bind the principal (and also affect principals relations with 3rd party)

-> agents have fiduciary dutires to rcincpal (loyalty, care, confidentiality)
-> principal has a degree control over the agent
-> princpal may be viacriously liable for agents actions

Question 20

do agents take on liabilitesi in a contract they negotiatoe?

Answer 20

NO!!!

Question 21

How is the agency relationship created

Answer 21

1. express or implied consent
2. inplication of law
3. subseqnt ratification: princpal can ratify agents act on its behalf AFTER action is done
4. estoppel
5. operation of law

Question 22

the authority given to agents

Answer 22

1. actual authority: authority that has been given expressdly (specific authority given written or verbal) implied (deemed to have due to the tasks and nature of the relationship)
2. apparent/ostensible authrotiy: authority an agent is considered to possess that arises because of representtations made by the princpal

Question 23

Ostensible authority

Answer 23

REPRESENTATION BY CONDUCT CAN CREATE APPARENT/OSTENSIBLE AUTHORITY

-> when princpil permits the agent to act in some way, they are giving up this authotity
-> 3rd parties can assume that those acts form the actual authority even if they do not

Question 24

PRINCIPLES should have clear agreements with agents and communicate clearly with 3rd parties

Question 25

who is bound flow chart?

Answer 25

is there an agency relationship? blah blah view this https://d2l.ucalgary.ca/d2l/le/content/619780/viewContent/6544772/View

Question 26

Are agents fiduciaries?

Answer 26

YES! they need to always act in the best interest! utmost faith!!! must always put principals interst above their own

Question 27

Agents duties

Answer 27

1. OBEDIANCE: obey and carry out principals instructions, liabl to the pricnples loss if they do not follow obedience!! 2. PERSONAL PERFORMNCE: requires agents to carry out tasks personally, can not SUB-CONTRACT IT OUT! ensures agents are fully responsible for their actions. They can sub-contract/deelgate tasks when they have principles consent or if the tasks are like adminsitrial. Any engligence or money recieved by sub agent makes the agent liable to principal 3. EXERCISE CARE AND SKILL: standard of care! requires agents to use a reaosnable level of skill to perform the tasks they are given! if they dont then they are liable in negligence. to fulfill this duty agent must have knowledge expereince and experience. remedy for an agents breach of duty of care would be DAMAGES due to the breach!!! 3. DUTY OF LOYALTY/CONFLICT AVOIDANCE: must act in best interests of principal!!! FIDUCIARY!!! if an agent vilates this they are liable to account 4. full disclosure: AGENTS NEED TO present all material facts to principal. IF not: negligence on part of the agent. 5. ACCOUNTABILITY: agent has a duty to accoutn for all money recieved!!!! must PAY OVER MONEY RECIEVED ON BEHALF OF THE PRICNIPAL OR CAN GET SUED.

Question 28

can agent take personal benefit from relationship after they are done being an agent?

Answer 28

noooOooO

Question 29

PRINCPIALS DUTIES TO AGENT

Answer 29

1. compensate: princpal needs to pay agent !!! 2. indemnfiy the agent against all cliams, liabilities, costs and expenses the agent incurs in the performance of duties. agent should have access to all the info they need

Question 30

frnachise

Answer 30

business arrangement formed by a written agreement in which a business grants the right to use its trade name, trademark, and operating procedures to operate a similar business.

Question 31

franchisor

Answer 31

person granting the rights under the franchise agreement.

Question 32

franchisee

Answer 32

Franchisee - the person receiving the rights from the franchisor under the franchise agreement.

Question 33

joint venture

Answer 33

business activity usually for a specific time period where two or more parties according to terms and conditions set out in a contract

Question 34

2 types of JV's

Answer 34

contractual equity

Question 35

A general artners personal exposure to liability from the partnerships business operations is

Answer 35

UNLIEMITIED! AND JOINT/SEVERLA QITHT OTHER PARTNERS!