Co v Rainbow OilfWord文档格式.docx

1、01 - Morris Oil Co v Rainbow Oilfield Trucking, Inc Undisclosed principal is liable notwithstanding an agreement between P & A that no P/A relationship existed. Where P contracts with A, Retains complete control over As actions, cant avoid liability w/regard to a 3rd party by contractual terms betwe

2、en P&A. Key: He who controls another is principal; he who is controlled by another is agent of the other.Agents duty of loyalty/duty of care02 - Tarnowski v. Resop The agent has a duty of loyalty to the principal, and the principal can recover any unauthorized profits made by the agent on the transa

3、ction. Restatement of Agency 407（2） It makes no difference that the principal rescinds the transaction and gets his money back, or even that he makes a profit.Where the agent violates the duty of loyalty, the principal is entitled to receive the value of what he put into the transaction plus any dam

4、ages caused as a result of the transaction. Restatement of Agency 407（1）（P tells A to investigate business oppty. A gets bought off , doesnt bother researching, and gives P bad advice. P sues a for damages and for the amount a receive from 3rd party The agent has a duty of loyalty to the principal,

5、and the principal can recover any unauthorized profits made by the agent on the transaction. Restatement of Agency 407（2）03 - Reading v Attorney General Agent may not use his agency position for personal profit. If a servant takes advantage of his position for his own profit, he must account for tha

6、t profit w/his principal. （ took advantage of his position in the military and of his uniform for the purpose of making a profit for himself.） In Class Discussion: Fiduciary relationship key. Principal （P） is entitled to all proceeds from the actions of his agent （A）, proper and improper. A cannot u

7、se own wrongdoing as defense to Ps claim. A loses all profits from his unauthorized/illegal acts.PARTNERSHIP04 - Richert v Handly （57） where ptnrs do not agree otherwise, UPA controls. Where the partners do not specifically agree on how losses are to be shared, then the provisions of the Uniform Par

8、tnership Act control. See UPA 18（a）,（f） Gross proceeds less expenses - ptnrs bear the loss equally.06 - Bane v Ferguson partner duty to other partners ceases when partnership terminatesBusiness-judgment rule shielded defendant firm managers for their alleged negligence in merging with another law fi

9、rm, causing loss of s retirment account. Held: defendants ceased to owe plaintiff a fiduciary duty when he ceased to be a partner, and no tort claim existed against defendants where there was no allegation of bad faith.Mgmt of Partnership07 - National Biscuit Co v Stroud - All partners have equal ri

10、ghts in mgmt （even if sharing of profits is unequal.） UPA 18（c）. The acts of a partner within the scope of the partnership business bind all partners. A majority of partners can make a decision and inform creditors and will thereafter not be bound by acts of minority partners in contravention of the

11、 majority decision. But here there could be no majority decision, as they are equal copartners. Had dissolved the partnership and given notice prior to the order by Freeman, then would not have been personally liable for the partnership debt to .Admissions and Representations08 - Smith v Dixon - The

12、 partnership is charged with the admissions and representations of a partner concerning partnership affairs, when they are made in the scope of her actual, implied, or apparent authority. UPA 11. A partner has the authority to make a conveyance of partnership land where this is done in the ordinary

13、course of partnership business. UPA 9（1） Where, however, such transactions are not in the ordinary course of business, the real property represents critical assets of the partnership, and a partner cannot convey such land unless he has been given special authority to bind the partnership. If a partn

14、er does exceed his authority in conveying land, the partnership can usually recover the property from the grantee unless the grantee is a bona fide purchaser who had paid the purchase price without knowledge of the lack of authority. UPA 10（1）Fraudulent Acts09 - Rouse v Pollard - Imputed notice. In

15、order to hold copartners for the fraudulent acts of one of the partners, the acts in connection with which the fraud is committed must have been within the general scope of the partnership business. Knowledge or notice to one partner of matters pertaining to regular partnership business is imputed t

16、o the partnership （UPA 12） except where the partner is acting fraudulently or adversely to partnership.10 - Roach v Mead - Partners are jointly and severally liable for the tortious acts of other partners if they have authorized those acts or if the wrongful acts are committed in the ordinary course of the business of the partnership. UPA 13, 15