Agency Outline

Agency OutlineProfessor Grey

Fall 2004

There are three ways to convey authority to represent another in a legal relationship.1. Law2. Unilateral Judicial Acts of Procuration3. Contracts

A. MandateB. partnership

Representation / Mandate1. A mandate is a contract by which by which the principal confers authority on the

mandatary to transact one or more affairs for the principal. (2989)

2. A mandate contract is not required in any particular form. However, when the law prescribes a certain form for an act, a mandate authorizing the act must be in the same form required by law. (2993 or Equal Dignity Rule)

Agency Authority A. Limits of Principal’s Authority (Implied)

a. The principal may confer on the mandatary general authority to do whatever is appropriate under the circumstances. (2994)

b. The mandatary may perform all acts that are incidental to or necessary for the performance of the mandate (2995)

c. All ordinary part of profession or calling or all acts from the nature of the profession or calling need not be specified. (2995)

(If a person profession requires specific acts, those acts do not need to be specified.

d. Summer v. Knigtoni. Authority is not implied, if the acts are not of the usual course of

the profession or calling.e. Clinton Feed v. Pipes

i. When an agent is appointed to manage, supervise or oversee a particular business for his principal, the agent has the implied authority to bind his principal for the purpose of carrying on the business in the usual and customary way.

B. Express Authoritya. (2996, 2997) Express authority is required for the follow:

i. Alienate (Transfer of property right to another), Acquire, Encumber (lien or mortgage), or Lease a thing

ii. Inter vivos donationiii. Accept or reject a successioniv. Contract a loan, acknowledge the debt, become a suretyv. Health care decision

vi. Draw or endorse a note and negotiable instrumentsvii. Compromise or arbitration

b. Von Wedel v. Mc Grath

Alford, Sumbler, Varnado of 40

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i. To authorize a gift of an asset by an agent, the agent must have such a power expressly and clearly conferred

c. Succession of Buford Augustus Aucoin i. La. C.C. 2997 contains a list of six activities for which authority

must be given express. The first is the power to make an inter vivos donation. Where immovable property is involved, a donation inter vivos must be by a written notarial act. (1536). The Contract of mandate authorizing that act must also be in that form. (2993)

d. Mid South Environment Services v. The estates of Andrew E. Sandidgei. A succession representative did not have the power to obligate the

succession to sell property at a private sale without obtaining court approval and that obtaining after-the-fact court authorization to sell did not make the previously unauthorized agreement enforceable.

e. Toledano v. Klingenderi. A broker, who is employed to negotiation a matter between two

parties, is mandatary of both parties. The mandate ends at the completion of the transaction. Any other work of the broker must be continued by a separate mandate by either party for that party specifically. (3000)

ii. (NOTE: if a mandatary representing both parties than the other party must be informed of the representation.)

Principal-Mandatary RelationsC. Fiduciary Duty (A duty to act in good faith)

i. The mandatary is bound to act with prudence and diligence. The mandatary is responsible for all losses on his failure to perform with prudence or diligence. (3001)

ii. When a mandate is gratuitous, the court may reduce the mandatary liability. (3002)

iii. The mandatary is bound to provide information and render an account of his performance at the request of the principal or whenever the circumstances require. The notification must be without delay. (3003)

iv. The mandatary is bound to give the principal everything he receives by virtue of the mandate (duly or unduly). However, the mandatary may retain sufficient property to pay the mandatary’s expenses and remuneration. (3004)

v. The mandatary owes interest to the principal of any money used for the mandatary personal use. (From the Date of use) (3005)

vi. Texana Oil and Refinig Co. V. Belchic1. The employee is duty bound not to act in antagonism or

opposition to the interest of the employee.



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2. The mandatary must be loyal and faithful in the interest of such as in respect to such business or purpose.

3. He cannot lawfully serve or acquire any private interest of his own in opposition to the principal. This is the rule of common sense and honesty

a. The agent is not entitled to avail himself of any advantage that his position may give him to profit beyond the agreed compensation for his service.

b. He may not speculate for his gain in the subject-matter of this employment

c. He may not use any information that he may have acquired by reason of his employment either for the purpose of acquiring property or doing any other act, which is in opposition to his principal’s interests.

d. He will be required to account to his employer for any gift, gratuity, or benefit received by him in violation of his duty, or any interest acquired adverse to his principal without a full disclosure, though it does not appear that the principal has suffered any actual loss by fraud or otherwise.

4. There does not need to be a showing of fraud or loss for the principal to show a breach of the fiduciary duty as stated by the Supreme Court.

5. If he takes any gift, gratuity, or benefit in violation of his duty or acquires any interest adverse to his principal, without full disclosure, it is betrayal of his trust and a breach of confidence, and he must account to his principal for all he has received.

vii. Gelfand v. Horizon Corp.1. A fiduciary that has violated his obligation of loyalty by

making it possible for others to make profits, can himself be held accountable for that profit regardless of whether he has realized it.

2. The court is not obligated to compel a fiduciary to reimburse the beneficiary for third party profits. Thus, the authorization for such a remedy is discretionary.

viii. Half Moon Hotel1. The basic vice is the existence of a personal interest

(mandatary) entangling their private claims with those of their beneficiaries, thus creating the danger of biased judgment and opening the way to fraud and wrong. This is sufficient to brand this conduct as a breach of fiduciary obligation.



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D. Substitutioni. The mandatary is bound to fulfill the mandate himself unless

otherwise specified in the agreement. However, when unforeseen circumstances prevent the mandatary from performing and he cannot communicate the event to the principal, the mandatary may appoint a substitute. (3006)

ii. When authorized to appoint a substitute, a mandatary is responsible for the acts of the substitute when the mandatary fails to exercise diligence in selecting the substitute or in giving instruction. (3007)

iii. When unauthorized to appoint a substitute, a mandatary is answerable to the principal for the acts of the substitute as if the mandatary performed the mandate himself. (3007)

iv. The principal have recourse against the substitute whether authorized or not. (3007)

v. Buisson v. Potts1. Exception to the general rule that the mandatary is bound to

fulfill the mandate himself are:a. Unforeseen circumstance and the mandatary is

unable to communicate with the principal and it is reasonable necessary for the protection of the principal.

b. An emergency where the mandatary become disabled.

vi. Hum v. Union Bank of Louisiana and Coon v. Monroe Scrap Material Co.

1. Under the normal course of business, if a principal knew or should had known that his agent needed a subagent in order to perform the mandate, the principal implied consent is assumed; thus the principal is liable for the agent and subagent

E. Ratificationi. The consent by the principle to be bound by an obligation

purportedly incurred on his behalf by an agent but not previously…..

ii. Rule(3008) 1. The mandatary is answerable to the principle for resulting

loses when he exceeds his authority.2. The principle is not answerable for the loses of the

mandatary if he exceeds his authority. 3. However, the principle is only answerable to the

mandatary if he ratifies the action.



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iii. Rule(3009)1. Multiple mandataries are not solidarily liable to their

common principal2. However, multiple mandataries are solidarily liable to their

common principal if the mandate provides otherwise.iv. Rule(3010)

1. The principal is bound to :a. Perform the obligation that the mandatary

contracted for if the mandatary acts within the limits of his authority.

b. The mandatary for obligations contracted for after termination, if the mandatary does not know that the mandate has terminated.

2. The principal is not bound to :a. The mandatary if the mandatary exceeds his

authority unless the principal ratifies the act.v. Rule(3011)

a. The mandatary act within the limits of his authority when he fulfills his duties in a manner more advantageous to the principal.

vi. Watson v. Schmidt1. 3 things must be present for ratification to occur

a. silence of principalb. to be fully informed of all material facts

surrounding an act or transaction(principal)c. acceptance of the benefits or any profits by the

principalvii. Dempsey v. Chambers

1. The principal is liable for the tortuous act (intentional or negligence act) of the mandatary acting outside his duty if the principal ratifies the act.

viii. Richoux1. A principal who employs an agent to do a legal act is not

liable in damages for any illegal act of the agent.F. Indemnitiy

i. Rule(3012)1. The principal is bound to the mandatary when the

mandatary is w/o fault: a. to reimburse the mandatary for expenses and

charges he had incurred.b. to pay the mandatary remuneration that he is

entitled.c. to reimburse and pay the mandatary if the

mandatary is not responsible for the mandate not being accomplished .



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ii. Rule(3013) 1. The principal is bound to the mandatary when the

mandatary is w/ fault:a. To compensate the mandatary except for the loss

caused by the fault of the mandatary.iii. Rule(3014)

1. The principal owes interest on sums expended by the mandatary in performance of the mandate from the date of the expenditure.

iv. Rule(3015)1. Multiple principals for an affair common to them are

solidarily bound to their mandatary.v. Howe v. Erie Railroad

1. The principal has an implied obligation to indemnify an innocent agent for obeying his order,

a. Where the act would have been lawful in respect to both the mandatary and the principal.

b. Where the principal really has the authority which he claims. AND

c. Where the mandatary acts in good faith and reasonably believes that the principal possesses the authority.

Prin. Mandatary – TP Relations

1. Art. 3016. Disclosed mandate and principal (Disclosed Agency)a. A mandatary who contracts in the name of the principal within the limits

of his authority does not bind himself personally for the performance of the contract.

b. Elementsi. 3rd party knows that the mandatary is acting on behalf of principal

ii. 3rd party knows the identity of the principalc. Principal is liable

2. Art. 3017. Undisclosed mandate (Undisclosed Agency)a. A mandatary who contracts in his own name without disclosing his status

as a mandatary binds himself personally for the performance of the contract.

b. Elementsi. 3rd party does not know that the mandatary is acting on behalf of

principalii. 3rd part y does not know the identity of the principal

c. Both the mandatary and principal are liabled. The 3rd party can sue either for the whole.



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3. Art. 3018. Disclosed mandate; undisclosed principal (Partially Disclosed Agency)

a. A mandatary who enters into a contract and discloses his status as a mandatary, though not his principal, binds himself personally for the performance of the contract. The mandatary ceases to be bound when the principal is disclosed.

b. Elementsi. 3rd party knows mandatary is acting on behalf of the principal

ii. 3rd party does not know identity of principalc. mandatary is liable until principal identity is disclosed; then the mandatary

will not be liabled. Mandatary is liable until identity of principal is disclosede. Principal is liable.

4. Art. 3019. Liability when authority is exceeded a. A mandatary who exceeds his authority is personally bound to the third

person with whom he contractsi. Except unless

1. that person knew at the time the contract was made that the mandatary had exceeded his authority or

2. The principal ratifies the contract.

5. Meisel v. Natal Homes, Inc. (Disclosed Agent)a. To avoid personal liability to a third person, an agent has the burden of

proving he contracted not individually but as an agent, by disclosing his capacity and his principal's identity to the other party.

b. Express notice of the agent's status and the principal's identity is unnecessary, however, if acts and circumstances surrounding the transaction demonstrate affirmatively that the third person should be charged with notice of the relationship.

6. Frank's Door & Bldg. Supply, Inc. v. Double H. Const. Co., Inc. (undisclosed Principal)

a. a principal and an undisclosed agent are solidarily liable for a debt. Although the agent's liability is based upon his failure to disclose his principal and the principal's liability is imposed by law on the basis of the relationship (Article 3021), both are obliged to the same thing (to pay the debt owed to the third party)

b. Note – when solidarily liable, always sue all liable parties. Whenever the court render a judgment against one party; he may pursue the original suit against the other.

7. J. T. Doiron, Inc., v. Ed. Lundin a. Express notice of agent's status and principal's identity is unnecessary if

facts and circumstances surrounding transaction, combined with general



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knowledge that persons in that type of business are usually acting as agents, demonstrate affirmatively that third person should be charged with notice of the relationship.

b. When notice is not express, the agent has to show that he was acting on behalf of the principal. (burden of proof)

8. Pesson v. Kleckly a. Three way a mandatary sign on behalf of the principal.

i. P, by A, is a agentii. A as agent for P

iii. COMPANY (include INC, LLC, etc) by A, TITLE (Vice President)

b. For a third party to hold a principal liable under the doctrine of apparent authority it must be shown that:

i. the principal made some form of manifestation to the innocent third party; and,

ii. that the third party relied on the purported authority of the agent as a result of the principal's manifestations

9. Woodlawn Park Ltd. Partnership v. Doster Const. Co., Inc .a. Can an undisclosed Principal sue the 3rd Party?

i. Yes, an undisclosed Principal can sue the 3rd Party.

Principal – Third Party Relations

1. Art. 3020. Obligations of the principal to third persons. a. A principal, whether disclosed or undisclosed, is bound to perform the

contracts that the mandatary, acting within the limits of his authority, made with third persons.

2. Art. 3021. Putative mandatary.a. When a principal causes a third person to believe that the agent is his

mandatary, the principal is bound to the third person who in good faith contracts with the putative mandatary.

b. Spruell v. Ivey i. Elements of Apparent Authority

1. The Principal must act to manifest the authority of the alleged agent to an innocent third party

2. The third person reasonably relied on the manifested authority of the agent.

c. Davis v. Amereda Petroleum Corp.i. When the mandatary claim that the principal manifested the

authority to an alleged agent, the mandatary must provide proof of the principal’s manifestation

d. Cartinez v. Reliable Amusement Co.i. A third party can not blindly rely on the assertions of an agent to

establish an apparent agency relationship.



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e. Gizzi v. Texaco, Inc.i. In order for the third person to recover against the principal, he

must have relied on the indicia of authority originated by the principal, and such reliance must have been reasonable under the circumstances.

ii. The manifestation of the principal may be made:1. Directly to the third person or2. to the community (sign, advertisement, newspaper,

letterhead..etc)f. AAA Tires & Export, Inc. v. Big Chief Truck Lines.

i. The concept of apparent authority only comes into play when the agent has acted beyond his actual authority (express or implied) and has no permission whatsoever from his principal to act in such a manner.

g. Hoddeson v. Koos Brosi. Apparent authority can not be given to an unknown or undisclosed

(imposter) person.h. Sherif Y. Boulos v. Lou Morrison

i. 3rd Party must prove reasonably relyii. If facts and circumstances raise question about authority and good

faith; then, 3rd Party can not rely on reasonable relyi. Yoars v. New Orleans Linen Supply Co.

i. Generally, 1. the principal is responsible for fraud committed by the

Agent (by given authority to the agent, the principal made the fraud possible)

ii. Exception 1. When the Fraud could had been easily detected, the 3rd

party is regarded as the proximately cause of the loss.a. The elements:

i. The agent was not acting in the scope of employment

ii. The principal is not liable for the fraud of his agent when the 3rd party was in the best position to prevent the fraud.

3. Art. 3022. Disclosed mandate or principal; third person bound.a. A third person who contacts with a disclosed principal or disclosed

mandatary is bound to the principal for the performance of the contract.

4. Art. 3023. Undisclosed mandate or principal; obligations of third person.a. A third person who contracts with an undisclosed principal or undisclosed

mandatary (do not know the capacity of the mandatary) is bound to the principal for the performance of the contract unless the obligation is strictly personal or the right non-assignable.



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b. The third person may raise all defenses that may be asserted against the mandatary or the principal.

Termination of Agency

1. Art. 3024. Termination of the mandate and of the mandatary's authority

a. The mandate and the authority of the mandatary terminate upon the:

i. Death of the principal or of the mandatary.

ii. Interdiction of the mandatary.

iii. Qualification of curator after interdiction of principal

b. Succession Zatarain

i. The mandate of an attorney named in a will to handle the testator’s estate differs from the usual mandate inasmuch as it commences rather than ends with the death of the principal, it does not confer upon the agent the power to delegate his authority to a subagent.

2. Art. 3025. Termination by principal

a. The principal may terminate the mandate and the authority of the mandatary at any time.

b. A mandate in the interest of the principal, mandatary, or third party, may be irrevocable,

i. if the parties so agree,

ii. for as long as the object of the contract may require.

3. Art. 3026. Incapacity of the principal

a. In the absence of contrary agreement,

i. The contact nor mandate may be terminate due to the principal's

1. incapacity,

2. disability,

3. other condition that makes an express revocation of the mandate impossible or impractical.

4. Art. 3027. Reliance on public records

a. A revocation or modification of a recorded mandate is ineffective

i. until filed for recordation



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5. Art. 3028. Rights of third persons without notice of revocation

a. The principal must notify 3rd person of the termination of mandate

i. Otherwise, the principal is bound to perform the obligations that the mandatary has undertaken.

ii. George v. Sandel

1. if the Principal want to terminate the mandate it must be before the completion of the mandate

2. The Principal can terminate the agency at any time but most notify 3rd Party and agent otherwise he is bound to the mandate to the 3rd Party.

6. Art. 3029. Termination by the mandatary

a. A mandate terminates upon the mandatary notifying the principal of his resignation or renunciation of his authority.

i. Class note: if injury to the principal, mandatary is liable.

7. Art. 3030. Acts of the mandatary after principal's death

a. The mandatary is bound to complete an undertaking he had commenced

b. at the time of the principal's death

c. if delay would cause injury.

8. Art. 3031. Contracts made after termination of the mandate or the mandatary's authority

a. If the mandatary does not know that the mandate or his authority has terminated

b. and enters into a contract with a third person

i. who is in good faith,

c. the contract is enforceable.

9. Art. 3032. Obligation to account

a. The mandatary is bound to account for his performance to the principal

b. Upon termination

c. Unless the principal express otherwise.

PARTNERSHIP

Partnership Principles



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1. Art. 2801. Partnership; definition

a. Is a Juridical Person, distinct from its partners

i. An entity that is given personality by law

ii. Separate from partners

iii. Partnership can sue and be sued

b. Created by:

i. Written Contract

ii. Oral Contract

iii. Inadvertently: by person’s action depending on the facts and circumstances

c. Between two or more persons

i. Natural &. Natural

ii. Natural & Juridical

iii. Juridical & Juridical

d. Agreement to Combine Efforts and Resources in Determined Portions

e. Agreement/Collaboration of Mutual Risk for Their Common Profit or Commercial Benefit

i. Share debts

ii. Share Profits

2. Art. 2802. Applicability of Rules of Conventional Obligation

a. Partnership is governed by the rules of Conventional Obligation

3. Art. 2803. Participation of Partners

a. Each partner participates equally in:

i. Profits

ii. Loses

iii. Assets

iv. Benefits

b. Each partner participate proportionally in contribution to capital

c. Both (a) and (b) are true unless otherwise specified by the parties.

4. Art. 2804. Participation In One Category Only



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a. There is a presumption that if the partners agreement sets the participation for only one category (profits, benefits, assets, or loses) and is silent as to the others the same participation applies to all categories.

b. An exception is made regarding distribution of capital contribution

i. Proportional participation is always presumed.

5. Art. 2805. Name of the Partnership

a. A partnership may be adopted with or without the names of some or all the partners.

b. If no name is adopted, then it is presumed that all the names of the parties are included.

6. Art. 2806. The Ownership of Immovable Property

a. In order for a partnership to own immovable property, the partnership must be in writing at the time of acquisition.

i. If the contact of partnership was not in writer at the time of acquisition, then the individual partners, not the partnership, own the immovable property.

b. If the partnership is later put into writing, this act does not transfer ownership of the immovable property to the partnership; there must be a separate act.

c. As to third parties, the individual partners own the immovable property until the contract of partnership is filed in the registry with the secretary of state.

i. If partnership is in writing and is not filed, then the subsequent filing and registration of the partnership automatically vest the ownership of the immovable property in the partnership (No separate act is needed)

7. Art. 2807. Decisions Affecting the Partnership

a. Unless otherwise agreed, unanimity (total consensus) is required to:

i. Amend partnership agreement

ii. Admit new partners

iii. Terminate the partnership

iv. Permit a partner to withdraw without just cause if the partnership has a term

b. Unless otherwise agreed (stipulated), only a majority vote is needed for decisions affecting:

i. Management of the partnership or

ii. Operations of the partnership



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8. Medline/Johnson (Oral Test)

a. To establish the existence of a partnership without a written agreement, the plaintiff has the burden of proving

i. The parties must have mutually consented to form a partnership and participate in the profits which may accrue from the property, skill, or industry, furnished to the business in determined proportion by them

ii. All parties must share in the losses as well as the profits of the venture

iii. The property or stock of the enterprise must form a community of goods in which each party has a propriety interest

9. Hassiepen (Inadvertently Test)

a. The existence of a partnership is based upon all the facts and circumstances surrounding the formation of the relationship at issue. The formalities of a written partnership agreement are unnecessary to prove the existence of a partnership. A partnership arises when

i. Parties join together to carry on a venture for their common benefit

ii. Each party contributes property or services to the venture, and

iii. Each party has a community of interest in the profits of the venture

10. Porter v. Porter (prerequisites for establishing a partnership)

a. In order to establish the existence of a partnership without a writing, there must be a showing that all the parties intended such a relationship.

11. Simpson

a. The court listed the following factors to distinguish a partnership from a position as employee:

i. Investment in the firm

ii. Exposure to liability

iii. Partial ownership of firm assets

iv. Voting rights

v. Participation in profits and losses

vi. Position under the partnership agreement

vii. Position under partnership law.

12. Martin v. Peyton

a. A partnership does not require a written agreement

13. Placke v. Norris

a. Immovable property acquired in the name of a partnership is owned by partnership if, at the time of acquisition, the contact of partnership was in


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writing. If the contact of partnership was not in writing at the time of acquisition, the immovable is owned by the partner.

b. Directs that the “contact of partnership … shall be field for registry with the secretary of state in accordance with the provisions of this Chapter to affect third persons as provided by cc art 2806 … “ The “required content” of the contract for registry purposes is state in §3403.

c. A contact of partnership filled for registry with the secretary of state shall contain the:

i. Name of partnership

ii. Municipal address of its principal place of business in this state

iii. Name and the municipal address of each party, including partners in commendams (properties held by partner in limited partnership), if any.

d. Although the partners must agree that they will share profits and losses to establish a partnership as defined CC Art. 2801, the omission from a written or oral partnership agreement of the details of how they will share, does not render the agreement invalid. See C.C. Art. 2803, which expressly provides that the partners participate equally in profits and losses unless they have agreed otherwise.

Obligations and Rights of Partnerships Toward each other and toward the Partnership.

1. Obligation of partner to contribute (2808)

a. Each partner owes the partnership all that he has agreed to contribute to it.

2. Fiduciary duty; activities prejudicial to the partnership (2809)

a. A partner owes a fiduciary duty to the partnership and to his partners.

b. He may not conduct any activity, i. for himself or on behalf of a third person, that is

contrary to his fiduciary dutyii. And is prejudicial to the partnership.

c. If he does so, i. he must account to the partnership and ii. To his partners for the resulting profits.

d. Grand Isle Campsites, Inc. Cheek

i. General



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1. The partners have a fiduciary relationship in character and is imposed upon all the participants the obligation of loyalty to the join concern and on the utmost good faith, fairness, and honest in their dealings with each other with respect to matter pertaining to the enterprise.

ii. Individual or Private advantage

1. A joint venture forbids one for accruing or retaining for himself, any private or secret advantage in connection with the common enterprise.

2. Profit wrongfully diverted are subject to a constructive trust and any profit realized belongs to the venture.

iii. Misrepresentative as to cost

1. a partner, who obtains a profit by misrepresentations as to the cost of property related to the partnership, has breached the fiduciary relationship and must account to his associate for such profit.

e. Jansen i. A partnership owes a fiduciary duty not to conduct

any activities for himself unless there are1. Full notice and Full disclosure; and2. Agreement

3. Other rights not prejudiced (2810)i. The rights of the partnership against a partner are

not limited to the recovery of profits resulting from a partner’s breach of his fiduciary duty. (The partner can recover damages for any harm suffered.)

4. Partner as creditor of the partnership (2811) a. A partner who acts in good faith for the partnership may

be a creditor i. for sums he disburses, ii. obligations he incurs, and iii. Losses he sustains thereby.

b. There is no right of reimbursement for services rendered by a partner, unless the partnership agreement so provides.

5. Hobbs a. Overall, if the partner is acting as a prudent administrator

(In good faith on behalf of the partnership)



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b. And he incurred any debts, losses or liabilityc. The other partners are responsible for their share of

losses, debt or liability,d. Thus the partner is acting as a creditor and has

indemnification.e. Although such act or omission should injudicious and

injurious to the partnership

6. The sharing of a partner's interest with a third person (2812)a. A partner may share his interest in the partnership with a

third person without the consent of his partners, b. But he cannot make him a member of the partnership. c. He is responsible for damage to the partnership caused by

the third person as though he caused it himself.7. O’Connor

a. A partner may share his interest with third party; however, he may not grant partnership to the third party without written consent of the majority of the partners.

b. Third party with whom member of partnership shares partnership interest, but who is not member of partnership, has no right to assert claim against remaining partners, or partnership.

c. A partnership is an indispensable party to a suit.

8. The right of a partner to obtain information (2813)a. A partner may inform himself of

i. the business activities of the partnership and ii. may consult its books and records,

b. Even if he has been excluded from management.

c. A contrary agreement is null.

d. He may not exercise his right in a manner that unduly interferes with the operations of the partnership or

e. Prevents other partners from exercising their rights in this regard.

Relationship of the Partnership and the Partners with Third Person



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1. Partner as mandatary of the partnership (2814) a. A partner is a mandatary of the partnership for all matters

in the ordinary course of its business i. except

1. alienation2. lease, or 3. encumbrance of its immovables.

b. If the provision stipulates that a partner is not a mandatary, it does not effect a third persons who in good faith transact business with the partner

i. Except as provided in the articles of partnership,1. any person authorized to execute a mortgage

or security agreement on behalf of a partnership

a. shall, for purposes of executory process, have authority to execute a confession of judgment in the act of mortgage or security agreement

b. without execution of the articles of partnership by authentic act.

2. Effect of loss stipulation on third persons (2815)a. A provision in the contact that a partner shall not

participate in losses, does not affect third persons.i. Note: This article renders the provision ineffective

only with regard to third person. As between the partners, the provision would not be effective.

3. Contract by partner in his own name; effect on the partnership (2816)

a. An obligation contracted for the partnership by a partner in his own name

i. binds the partnership 1. if the partnership

a. benefits by the transaction orb. the transaction involves matters in the

ordinary course of its business. b. If the partnership is so bound,



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i. it can enforce the contract in its own name.

4. Partnership debts; liability (2817) a. A partnership as principal obligor

i. is primarily liable for its debts. b. A partner is bound for his virile (proportion) share of the

debts of the partnershipi. but

1. may plead discussion of the assets of the partnership.

Murphy

Casten

Rapier

Nu-Lite

Brackley

Koppers

Cessation of Membership



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1. Art. 2818. Causes of cessation of membership a. A partner ceases to be a member of a partnership

upon: i. his death or interdiction; ii. his being granted an order for relief under

Chapter 7 of the Bankruptcy Code; iii. his interest in the partnership being seized

under a writ of execution and is not release within 30 days (Can negotiation release of interest). The cessation is retroactive to the date of seizure (2819);

iv. his expulsion from the partnership1. A partner may be expel for just caused

from the partnership by a majority of the partner unless otherwise provided in agreement (2820)

v. his withdrawal from the partnership1. with term, (2821)

a. a partner may withdraw without the consent of his partners prior to the expiration of the term

b. provided he has just cause i. arising out of the failure of

another partner to perform an obligation

2. without term, (2822)a. a partner may withdraw from the

partnership without the consent of his partners at any time,

b. provided he gives reasonable notice in good faith at a time that is not unfavorable to the partnership.

vi. A partner also ceases to be a member of a partnership in accordance with the provisions of the contract of partnership



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2. Art. 2823. Rights of a partner after withdrawal a. The former partner, b. his successors, or c. the seizing creditor

i. is entitled to an amount equal to the value that the share of the former partner had at the time membership ceased.

3. Art. 2824. Payment of interest of partner a. If a partnership continues to exist after the

membership of a partner ceases, b. Unless otherwise agreed,

i. the partnership must pay in money the amount that equal to the value that the share of the former partner had at the time membership ceased

ii. as soon as that amount is determined iii. together with interest

1. at the legal rate from the time membership ceases.

4. Art. 2825. Judicial determination of amount a. If there is no agreement on the value of the

partnership i. any interested person (former partner,

successor, or seizing creditor may seek a judicial determination of the amount and

ii. a judgment ordering its payment.

Partnership Termination

1. Termination of a partnership; causes (2826)a. General Partnership

i. Unless continued as provided by law, a partnership is terminated by:

1. the unanimous consent of its partners; 2. a judgment of termination; 3. the granting of an order for relief to the

partnership under Chapter 7 of the Bankruptcy Code;

4. the reduction of its membership to one person;



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5. the expiration of its term; or 6. the attainment of, or the impossibility of

attainment of the object of the partnership.b. General and Limited

i. A partnership also terminates in accordance with provisions of the contract of partnership.

c. Limited Partnershipi. A partnership in commendam terminates

1. by the retirement from the partnership, or the death, interdiction, or dissolution, of the sole or any general partner

a. unless the partnership is continued with the consent of the remaining general partners. The right to do so must be stated in the contract of partnership OR

b. if, within ninety days after such event, all the remaining partners agree to continue the partnership in writing and the partners may appointment one or more general partners if necessary or desired.

2. Continuation of a partnership (2827)a. A partnership may be b. expressly or tacitly continued c. when its term expires or its object is attained, ord. when a resolutory condition of the contract of partnership

is fulfilled.

e. If the object becomes impossible, the partnership may be continued for a different object.

f. Unless otherwise agreed, i. a partnership that is expressly or tacitly continued

has no term.

3. Continuation for liquidation; sole proprietorship (2828)a. When a partnership terminates,

i. the business of the partnership ends except for purposes of liquidation.



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ii. If a partnership terminates because its membership is reduced to one person,

1. that person is not bound to liquidate the partnership and

2. may continue the business as a sole proprietor.

3. If the person elects to continue the business,a. his former partners are entitled to the

equal value of their shares at termination, and

b. they have the right to demand security for the payment of partnership debts.

Note *** - if you can not perform 3a or 3b, then former partner may force liquidation.

4. Change in number or identity of partners (2829)a. A change in the number or identity of partners does not

terminate a partnership unless the number is reduced to one.

5. Effects of termination; authority of partners (2830)a. When a partnership terminates,

i. the authority of the partners to act for it ceases, except with regard to acts necessary to liquidate its affairs.

ii. Anything done in what would have been the usual course of business of the partnership by a partner acting in good faith,

1. who is unaware that the partnership has terminated,

2. binds the partnership as if it still existed.

6. Termination of the partnership; rights of third parties (2831)a. The termination of a partnership,

i. for any reason, 1. does not affect the rights of a third person in

good faith who transacts business with a partner or



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2. a mandatary acting on behalf of the former partnership.

7. Creditors of the partnership; preference (2832)a. The creditors of the partnership must be paid in

preference to the creditors of the partners.

1) Monroe a) The partner’s power to bind his copartners, by note or

acknowledgment, or to use the social name, ceases with dissolution.

b) Any subsequent power is derived, not from previous relations of the parties as partner, but from a new contract.

c) After the dissolution of the partnership, neither partner has authority, without special mandate so to do, to bind his former partners, either in the renewal of a partnership debt, either in the renewal of a partnership debt, the imposition of a new obligation on it, or in any manner vary the form or character of the obligation already existing.

d) The partner can not bind a partner after dissolution.e) After the termination of a partnership, no admission or

acknowledgment, by one of the partners, of the correctness of an account, made before the dissolution of the partnership, is legal evidence against the other members of the firm.

f) Admission or acknowledgment, by one of the partners, of the correctness of an account, made before the dissolution of the partnership, is legal evidence against the other members of the firm.

g) A liquidator has not other authority except that which is conferred on him, expressly or implied, by his copartner, and that did not include the authority to bind them by the giving of notes

2) K. Carr a) After termination of partnership, you must seek dissolution and

liquidation.

3) Sharplin a) For termination of partnership, a factual pleading is required



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b) Termination is not a formal declaration, but is simply the occurrence of factual grounds which compel formal liquidation of the affairs of the partnership.

c) A true “deadlock” constitutes “impossibility” of attainment of the object of a partnership.

d) A 50% percent partner is an “interested party” who may force the liquidation of the partnership’s affair because of the alleged “impossibility” of attaining the partnership’s object.

e) When one of the cause for termination occurred.

4) Dantzler a) A partnership is primarily liable for the debts; the partners are

secondarily liableb) If a partnership terminates, it nevertheless retains its juridical

personality for the purpose of liquidation.c) A partnership has the procedural capacity to be sued in its

partnership named) A partnership is not resolved until all debits are paid and a full

liquidation of the assete) A partnership is a separate entity.

i) A partnership continues on as a separate entity for all purpose until after the dissolution and liquidation.

f) A partnership although are two individuals are an entity of its own and a partnership does not dissolved after termination until dissolution and liquidation and all assets and liability are satisfied.

5) J. Carr a) Can not use the name of the partnership until after dissolution of

the partnership

6) Triangle a) One, who acts in such a manner as to induce others to believe

that he is member of a certain partnership, makes himself liable to them as a partner.

b) A person knowing that he is held out as a partner should do all that a reasonable man would do under similar circumstances to assert and show that he is not a partner, thereby preventing innocent persons from being misled.



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c) When a person holds himself out as a partner, that person must give notice to the 3rd Party to inform that he is not a partner.

7) Skannel v. Taylor a) A specific notice (not a general printed notice (newspaper)) of

partnership dissolution is required for a person who previously dealt with the partnership.i) Even if special notice is given, accompanied with the

notification that certain person will carry on the business, and settle that of the late commercial firm, these person will be considered as agents oft his form for the settlement of its indebtedness

b) A partnership not substitute a subsequent partnership b/c the partnership ot maintain that there was a novation of the debti) This debt is to be held as having been drawn on his agents by

his authority 8) Bagnetto v. Bagnetto

a) Dissolution occurs after all liabilities and debts are satisfied, thus any debit incurred in order to continue to run the partnership until full termination belongs to the partnership.

Dissolution of Partnership

1) Division of the partnership assets (2833)a) The creditors of a partnership shall be paid in the following order

of priority: i) secured creditors in accordance with their security rights;ii) unsecured creditors who are not partners;iii) unsecured creditors who are partners.

b) If any assets remain after the payment of all secured and unsecured creditors, i) the capital contributions shall be restored to the partnersii) Finally, any surplus shall be divided among the partners

proportionally based on their respective interests in the partnership.

2) Liquidation of the partnership (2834)



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a) In the absence of contrary agreement, i) a partnership is liquidated in the same manner and according

to the same rules that govern the liquidation of corporations.b) A partnership retains its juridical personality for the purpose of

liquidation.3) Art. 2835. Final liquidation

a) The liquidation of a partnership is not finali) until

(1)all its assets have been collected and(2)applied to its obligations and its remaining assets,(3)if any, have been appropriately distributed to the partners.

4) Claiborne & Mather vs. Their Creditors a) The partnership asset should be applied to the debit of the

partnership first. Individual partners debit are collected secondary to the partnership debit and is equal to partner share.

5) Carter Brothers & Co. vs. Galloway & Burns. a) A partner

6) Succession of Chas. M. Pilcher a) The debts of the partnership must be paid prior to any of the

partner’s debts.b) The partnership of property is liable to the creditors of the

partnership in preference to those of the individual partner, but the share of any partner may, in due course of law, be seized and sold to satisfy his individual creditors, subject to the debts of the partnership.

7) Smith v. Senecal a) When money is loan to a partner for the capital contribution of

the partnership; the partner and not the partnership is liable to the creditor.

b) A partner does have a cause of action for the reimbursement of the capital contribution.

8) Gueringer vs. His Creditors


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a) Individual Partners are secondary liable to the partnership creditors; however, partnership creditors (after dissolution of partnership share (discussion)) and individual creditors are equal to a share of the partner’s assets.

Partnership in Commendam

1. Art. 2837. Partnership in commendam; definition A. A partnership in commendam consists of

i. one or more general partners who have the 1. powers, 2. rights, and 3. obligations of partners,

ii. and one or more partners in commendam, or limited partners, whose

1. powers, 2. rights, and 3. obligations are defined in this Chapter.

2. Art. 2838. Name; designation as partnership in commendam

A. For the liability of a partner in commendam to be limited as to third parties,

i. the partnership must have a name that appears in the contract of partnership;

ii. the name must include language that clearly identifies it as a partnership in commendam,

1. such as language consisting of the wordsa. "limited partnership" or b. "partnership in commendam"; and

iii. the name must not imply that the partner in commendam is a general partner.

3. Art. 2839. Name of partner in commendam; use







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A. A partner in commendam becomes liable as a general partner

i. if he permits ii. his name to be used in business dealings of the

partnership iii. in a manner that implies he is a general partner.

B. If the name of a partner in commendam is used without his consent,

i. he is liable as a general partner only if 1. he knew or should have known of its use and 2. did not take reasonable steps to prevent the

use.

C. If the name of the partner in commendam is i. the same as that of a general partner or ii. if it had been included in the name of a predecessor

business entity or iii. in the name of the partnership prior to the admission

of the partner in commendam, 1. its use does not imply that he is a general

partner.

4. Art. 2840. Partner in commendam; liability; agreed contribution

A. A partner in commendam must agree to make a contribution to the partnership.

B. The contribution may consist of i. money, ii. things, or iii. the performance of nonmanagerial services.

C. The partnership agreement must describe i. the contribution and ii. state either its agreed value or a method of

determining it. D. The contract should also state the

i. time or ii. circumstances upon which the





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1. money or 2. other things are to be delivered, or 3. the services are to be performed, and if it fails

to do so, payment is due on demand.

E. A partner in commendam is liable for the obligations of the partnership only to the extent of the agreed contribution.

F. If he does not make i. the contribution, or ii. contributes only part of it,

1. he is obligated to contribute money, or 2. other things equal to the portion of the stated

value that he has failed to satisfy. G. The court may award specific performance if appropriate.

5. Art. 2841. Contract form; registry A. A contract of partnership in commendam must be in

writing and filed for registry with the secretary of state as provided by law.

B. Until the contract is filed for registry, i. partners in commendam are liable to third parties in

the same manner as general partners.

6. Art. 2842. Restrictions on the right of a partner in commendam to receive contributions

A. A partner in commendam may not receive, i. directly or ii. indirectly, any part of the capital or undistributed

profits of the partnership if to do so would render the partnership insolvent.

B. If he does so,i. he must restore the amount received together with

interest at the legal rate.

C. If the partnership or the partners do not force the partner in commendam to restore the amount received,

i. the creditors may proceed directly against the partner in commendam to compel the restoration.






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7. Art. 2843. Restrictions on the partner in commendam with regard to management or administration of the partnership

A. A partner in commendam does not i. have the authority of a general partner to bind the

partnership, ii. to participate in the management or

administration (or control) of the partnership, oriii. to conduct any business with third parties on

behalf of the partnership.

8. Art. 2844. Liability of the partner in commendam to third parties

A. A partner in commendam is not liable for the obligations of the partnership

i. unless 1. such partner is also a general partner or, 2. in addition to the exercise of such partner's

rights and powers as a partner, a. such partner participates in the control

of the business. ii. However, if the partner in commendam participates

in the control of the business, 1. such partner is liable only to persons who

transact business with the partnership reasonably believing,

a. based upon the partner in commendam's conduct,

b. that the partner in commendam is a general partner.

B. A partner in commendam does not participate in the control of the business within the meaning of Paragraph A of this Article solely by doing one or more of the following:(a)Being a contractor for or an agent or employee of the

partnership or of a general partner.(b)Being an employee, officer, director, or shareholder of a

general partner that is a corporation or a member or manager of a general partner that is a limited liability company.








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(c) Consulting with and advising a general partner with respect to the business of the partnership.

(d)Acting as surety for the partnership or guaranteeing or assuming one or more specific obligations of the partnership.

(e)Taking any action required or permitted by law to bring or pursue a derivative action in the right of the partnership.

(f) Requesting or attending a meeting of partners.

(g)Proposing, approving, or disapproving, by voting or otherwise, one or more of the following matters:

(i) The continuation, dissolution, termination, or liquidation of the partnership.

(ii) The alienation, exchange, lease, mortgage, pledge, or other transfer of all or substantially all of the assets of the partnership.

(iii) The incurrence of indebtedness by the partnership other than in the ordinary course of its business.

(h)A change in the nature of the business.

(i) The admission, expulsion, or withdrawal of a general partner.

(j) The admission, expulsion, or withdrawal of a partner in commendam.

(k)A transaction involving an actual or potential conflict of interest between a general partner and the partnership or the partners in commendam.



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(l) An amendment to the contract of partnership.

(m) Matters related to the business of the partnership not otherwise enumerated in this Paragraph, which the contract of partnership states in writing may be subject to the approval or disapproval of partners.

(2)Liquidating the partnership.

(3) Exercising any right or power permitted to partners in commendam under this Chapter and not specifically enumerated in this Paragraph.

ii) The enumeration in Paragraph B does not mean that the possession or exercise of any other powers by a limited partner constitutes participation by such partner in the business of the partnership.

9. BarksdaleA. General Partner owes fiduciary duty to the limited partners and to the

partnership.B. A partner has not a right to prefer his own interest to that of the firm, not

deprive the partnership of a profitable bargain by taking to his own account

C. The rule is especially true when considering a general partner’s duty to its limited partners since the general partner has complete authority to deal with the partnership business.

D. The general partner acting in complete control, stands in the same fiduciary capacity to the limited partners as a trustee stands to the beneficiaries of a trust.

10. ManheimA. A partnership in commendam consists of tone or more general partners

who have the powers, rights, and obligation of partners.B. A general partner, unlike a partner in commendam, may bind the

partnership, participate in management or administration of the partnership, and conduct any business with third parties on behalf of the partnership.

C. A partnership in commendam terminates by the death of the General Partner unless it was continue with the consent of the remaining general partners or unless, within ninety days of his death, all the remaining partners agreed in writing to continue the partnership and appoint at least one general partner



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11. La ChometteA. A partner in commendam is responsible for the capital contribution

promised in regard to debt and liability.B. A partner in commendam can not withdraw capital contribution until all

partnership debt are paid. 12. Black Coll.

A. A line of credit from the limited partner can be considered as a capital contribution. The withdrawal of the line of credit is considered the withdrawal of the capital contribution.

B. Limited partners can not withdrawal capital contribution until partnership is insolvent.

13. MarshallA. If a partner withdraws from a partnership, and yet suffers his name to

continue and stand as part of the firm, he will be held liable notwithstanding his retirement.

B. If a name is used in the partnership and the one of the partner withdrawal from the partnership and an article is probably advertise in the newspaper of the partner withdraw, the withdrawal partner is no long liable.

Limited Liability Partnership

1. § 3431. Nature of partner's liability in ordinary partnership and in registered limited liability partnershipA. Notwithstanding any other provisions of law to the contrary

contained in Civil Code Article 2817, a. a partner in a registered limited liability

partnership shall not be i. individually liable for the liabilities andii. obligations of the partnership arising from

1. errors,2. omissions,3. negligence, 4. incompetence, 5. malfeasance, or 6. willful or intentional misconduct

iii. committed in the course of the partnership business by another partner or a representative of the partnership.


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B. Nothing in this Section shall be construed as being in derogation of any rights which any person may have by law against a partner in a registered limited liability partnership because of any fraud practiced upon him, or because of any breach of professional duty or other negligent or wrongful act by such partner, or in derogation of any right which the registered limited liability partnership may have against any such partner because of any fraud practiced upon it by him.

C. Subsection A of this Section shall not affect the liability of a partner for his virile share of liabilities and obligations of the partnership arising from any cause other than those specified in said Subsection A.

D. Subsection A of this Section shall not affect the liability of partnership assets for partnership liabilities and obligations.

E. A partner, which by reason of Subsection A of this Section is not subject to liability, is not a proper party to a proceeding by or against a registered limited liability partnership, the object of which is to enforce the liabilities and obligations described in Subsection A of this Section.

1. § 3432. Registered limited liability partnerships A. To become a registered limited liability partnership, a

partnership shall file with the secretary of state an application stating the name of the partnership, the address of its principal office, the number of partners, and a brief statement of the business in which the partnership engages.

B. The application shall be executed by a majority in interest of the partners or by one or more partners authorized by a majority in interest of the partners.

C. The application shall be accompanied by a fee of one hundred dollars.




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D. The secretary of state shall register or renew any partnership that submits a completed application with the required fee.

E. Registration is effective for one year after the date the registration is filed, unless voluntarily withdrawn by filing with the secretary of state a written withdrawal notice executed by a majority in interest of the partners or by one or more partners authorized by a majority in interest of the partners.

F. The secretary of state may provide forms for application for or renewal of registration.

2. § 3433. Name of registered limited liability partnership a. A registered limited liability partnership's name

shall contain the words "registered limited liability partnership" or the abbreviation "L.L.P." as the last words or letters of its name.

3. § 3434. Restrictions on distributions a. A partner that is not liable under R.S. 9:3431(A) shall not

be individually liable for the return of a distribution from the partnership to satisfy the liabilities and obligations described in said Subsection A except to the extent that the partner is required to return the distribution in a revocatory action brought in accordance with Chapter 12 of Title IV of Book III of the Civil Code.

4. § 3435. Provisions applicable to registered limited liability partnerships

5. A registered limited liability partnership is a partnership as defined in Article 2801 of the Civil Code, and the provisions of Title XI of Book III of the Civil Code apply to registered limited liability partnerships to the extent that they are consistent with the provisions of this Chapter. Upon lapse or termination of registration, the affected registered limited liability partnership shall continue as a partnership under Title XI of Book III of the Civil Code, but without application of this Chapter.


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Limited Liability Companies

LA R.S. 12:1301 – Limited Liability Companies

Definition - As used in this Chapter, unless the context otherwise requires:

1. "Articles of organization" means documents filed under R.S. 12:1304 for the purpose of forming a limited liability company and those documents as amended or restated.

2. "Business" means any trade, occupation, profession, or other commercial activity, including but not limited to professions licensed by a state or other governmental agency whether or not engaged in for profit.

3. "Capital contribution" means anything of value that a person contributes to the limited liability company as a prerequisite for, or in connection with, membership, including cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services.

4. "Constituent entity" means each limited liability company, partnership, partnership in commendam, limited partnership, or corporation which is party to an agreement of merger or consolidation pursuant to R.S. 12:1358.

5. "Corporation" means a corporation formed under the laws of this state or a foreign corporation as defined in R.S. 12:1301(6).

6. "Foreign corporation" means a corporation formed under the laws of any state other than this state or under the laws of any foreign country.

7. "Foreign limited liability company" means a limited liability company formed under the laws of any state other than this state.


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8. "Foreign limited partnership" means a limited partnership formed under the laws of any state other than this state or under the laws of any foreign country.

9. "Foreign partnership" means a partnership formed under the laws of any state other than this state, or under the laws of any foreign country.

10. "Limited liability company" or "domestic limited liability company" means an entity that is an unincorporated association having one or more members that is organized and existing under this Chapter. No limited liability company organized under this Chapter shall be deemed, described as, or referred to as an incorporated entity, corporation, body corporate, body politic, joint stock company, or joint stock association.

11. "Limited partnership" means a partnership in commendam formed under the laws of this state or a foreign limited partnership as defined in R.S. 12:1301(8).

12. "Manager" or "managers" means a person or persons designated by the members of a limited liability company to manage the limited liability company as provided in its articles of organization.

13. "Member" means a person with a membership interest in a limited liability company with the rights and obligations specified under this Chapter.

14. "Membership interest" or "interest" means a member's rights in a limited liability company, collectively, including the member's share of the profits and losses of the limited liability company, the right to receive distributions of the limited liability company's assets, and any right to vote or participate in management.

15. "New entity" means the entity into which constituent entities consolidate, as identified in the agreement or certificate of consolidation provided for in R.S. 12:1360.




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16. "Operating agreement" means any agreement, written or oral, of the members as to, or in the case of a limited liability company having a single member, any written agreement between the member and the company memorializing the affairs of a limited liability company and the conduct of its business.

17. "Partnership" means a partnership formed under the laws of this state or a foreign partnership as defined in R.S. 12:1301(9).

18. "Person" means a natural person, corporation, partnership, limited District of Columbia, or the Commonwealth of Puerto Rico.

19. "Surviving entity" means the constituent entity surviving a merger, as identified in the agreement or certificate of merger provided for in R.S. 12:1360.

20. Paragraphs A(2), (10), and (16) of this Section shall apply to all limited liability companies regardless of date of organization.

A. Casesa. Advance

i. The certificate of organization shall be conclusive evidence of the fact that the limited liability company has been duly organized

ii. A capital contribution does not have to be in the form of cash, and that he made capital contributions to advanced via his past experience, good will, services rendered and equipment he contributed, “which assisted this business in its infancy.”

b. F&G Inv’mts

i. A member of an LLC is not personally liable (same protection as corporation)

c. Rossi Article

i. The individual is tax and not the LLC.

ii.

d. Hamilton




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i. Piercing LLC veil (limited exception)

1. Where the shareholders acting through the corporation commit fraud or deceit on a third party

2. Where the shareholders have failed to conduct the business on a corporate footing.

a. The shareholder disregard the corporate formalities to such an extent that the shareholder and the corporation became indistinguishable or

b. Such unity existed that separate individualities cease and the corporation was operated as the “alter ego” of the shareholder

ii. The determination of whether to allow piercing of the corporate veil is made by considering the totality of the circumstance

1. failing to follow statutory formalities for incorporating and transacting corporate affairs,

2. undercapitalization

3. failing to maintain separate bank accounts and bookkeeping records

4. failing to hold regular shareholder and director meetings

iii. Have allowed a piercing of the c operate veil, there exists one majority stockholder, either an individual or a corporation, which is found to be operating the corporation as its “alter ego” or as an instrumentality of the shareholder

e. Sage

i. Laws that are classified as interpretative or procedural, however, can not be applied retroactively if so do so would run afoul foul constitution prohibitions against, laws that impair the obligation of contracts. c


Agency Outline

Documents

Transcript of Agency Outline