AGENCY & PARTNERSHIP



Final Examination, Fall 2008





QUESTION I

204 raw points


Please explain to your client the formation and operation of the following four types of business organization and the relative advantages and disadvantages of each.

I-A.  General Partnership

Two or more general partners 3 points _______
To combine efforts or resources 3 points _______
Agreement need not be in writing 3 points _______

Sharing of profits and losses 3 points _______
Equal unless otherwise agreed 3 points _______
Participation in management 3 points _______

Unlimited liability 3 points _______
            virile share as to contract debts 3 points _______
            solidary liability as to other partners' torts 3 points _______

Partnership taxation 3 points _______
Further excellent discussion 3 points _______


I-B.  Limited partnership

At least one general, one limited partner 3 points _______
Liability of limited partner limited 3 points _______
Except for agreed contribution 3 points _______

Limited partner may not participate in management 3 points _______
Limited partner may not allow name to be used in partnership name 3 points _______
            unless also name of general partner 3 points _______
            or name of predecessor firm 3 points _______
May not deal with public 3 points _______

A limited partner may be a contractor 3 points _______
            or agent 3 points _______
            or employee 3 points _______
Of the partnership 3 points _______
            or of corporate general partner 3 points _______

May be an officer or director of a corporate general partner 3 points _______

A limited partner may consult with and advise general partners 3 points _______
A limited partner may act as surety 3 points _______
A limtied partner may pursue a derivative action 3 points _______
A limited partner may request or attend meeting of partners 3 points _______

A limited partner may vote on any of the following:  
            continuation 3 points _______
            dissolution 3 points _______
            termination 3 points _______
            liquidation 3 points _______

            alienation 3 points _______
            exchange 3 points _______
            lease 3 points _______
            mortgage 3 points _______
            pledge 3 points _______

            indebtedness other than in regular course 3 points _______
            change in nature of business 3 points _______

            admission of partner, general or limited 3 points _______
            expulsion of partner, general or limited 3 points _______
            withdrawal of partner, general or limited 3 points _______

            transaction with conflict of interest 3 points _______
            amendment of contract of partnership 3 points _______

Articles of limited partnership must be in writing 3 points _______
            and be filed with the secretary of state 3 points _______
A limited partnership enjoys partnership taxation 3 points _______


I-C.  Limited liability partnership

"Registered Limited Liability Partnership" is an add-on feature 3 points _______
            to any general partnership 3 points _______
            or to any limited partnership 3 points _______

Register with secretary of state 3 points _______
            annually 3 points _______
            and pay fee of one hundred dollars 3 points _______
A partner is not individually liable for other partners' torts 3 points _______
But remains liable for virile share of contract debts of partnership 3 points _______


I-D.  Limited liability company

May have continuity of life 3 points _______
May have centralized management 3 points _______
May have free transferability 3 points _______
May have limited liability as to all members 3 points _______
May elect partnership tax status (check-the-box) 3 points _______

A limited liability company 3 points _______
            works like a general partnership 3 points _______
            in which everyone has limited liability 3 points _______
                       both as to tort 3 points _______
                       and as to contract 3 points _______

A limited liability company enjoys flow-through taxation 3 points _______
It is the best of all possible worlds for the small business 3 points _______



 

QUESTION II

204 raw points


II-A.  Define statutory employer or employee

A principal who employs an independent contractor 12 points _______
            where the contractor's employees have no worker's comp. 12 points _______
            principal becomes directly liable to injured employees 12 points _______


II-B.  Define the three wicked sisters

Contributory negligence 12 points _______
            one per cent fault and plaintiff cannot recover 12 points _______
Assumption of the risk 12 points _______
            plaintiff knew the job was dangerous when he took it 12 points _______
Fellow servant doctrine 12 points _______
            negligence of a fellow employee will not be imputed to employer 12 points _______


II-C.  Define exclusivity of remedy

Injured employee's only recourse is in worker's compensation 12 points _______
            but employee may sue third party in tort or products liability 12 points _______
            and must reimburse worker's compensation from that recovery 12 points _______


II-D.  Define the dual purpose doctrine

Employee injured by a product made by employer may sue in tort 12 points _______
            doctrine is not recognized in Louisiana 12 points _______
            except for malpractice of company doctor 12 points _______






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