2002 Agency & Partnership Final Examination

AGENCY & PARTNERSHIP

Professor Franks

Final Examination, Fall 2003

GENERAL INSTRUCTIONS

1. Carefully analyze the facts and grasp the issues in each question before beginning to write. Spend time reading the question slowly and carefully.

2. State the issues and answers to each question concisely. Lengthy answers are not necessary.

3. Do not repeat questions in your answers. Write neatly and legibly on only one side of each page.

4. Number your answers to correspond with the question, e.g., "II-B."

5. If you feel it necessary to assume additional facts in any of the questions, give the facts that must be added and state why.

6. Do not write in the margin of the book.

7. All major questions are equally weighted unless otherwise indicated. Subparts are approximately equal but may be weighted slightly differently according to the number of issues involved in that subpart.

8. Write your pin number and the name and section number of the course on which you are being examined on the cover of each examination book.

9. If you use more than one book, indicate "Book One," "Book Two" and so forth on the cover of each book and write your fictitious name and number and the name and section number of the course on the cover of each examination book.

10. A GOOD ANSWER IS NOT NECESSARILY A LONG ANSWER.

QUESTION I

34 per cent of test

A petition filed in Nineteenth Judicial District Court alleges that Jeffrey Hopkins, while within the course and scope of his employment delivering pizza for Baton Rouge Gourmet Foods, LLC, d/b/a Domino's Pizza, operated a vehicle in a reckless manner, causing it to strike another vehicle and injure the plaintiff, Sue Parker. The petition further alleges that at the time of the accident both Hopkins and Baton Rouge Gourmet Foods, LLC, were operating as the agents, apparent agents, servants or employees of Domino's Pizza, Inc., and that Domino's exercised control over all of the activities of its franchisee, Baton Rouge Gourmet Foods, LLC, and was thus vicariously liable for the negligence of both Baton Rouge Gourmet Foods, LLC and Hopkins.

Domino's Pizza, Inc. argues that they have no control over their franchisee, which is free to hire and fire as it pleases. Baton Rouge Gourmet Foods, LLC argues that Jeffrey Hopkins was at all times an independent contractor.

Decide the case. Discuss.

QUESTION II

33 per cent of test

You have now graduated from Southern University Law Center with a Juris Doctor degree, passed the Louisiana bar exam on first try, and gone into practice sharing offices with two other Southern graduates here in Baton Rouge.

The Baton Rouge chapter of AARP has invited you to give a lecture to a group of retirees interested in learning how to organize a small business. Anxious to network among potential clients, you gladly go.

After you deliver your brilliant talk, the following questions are asked from the audience. Answer them, and discuss each item.

A. What steps must one take to form a single-member LLC? What papers need to be drafted? Do any of these documents need to be filed? If so, where should such documents be filed?

B. Briefly, what is the difference between a general partnership, a limited partnership, a limited liability partnership, and a limited liability company? Do not discuss tax considerations.

QUESTION III

33 per cent of test

A. List the ways in which an agency terminates.

B. List the ways in which a general partnership terminates.

C. List those activities that will subject a limited partner to unlimited liability.

D. List those activities that a limited partner may do without losing status as a limited partner.

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