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Business Law: Agency and Partnerships
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Agency
A relationship between two parties, where one, the agent, is authorized to act on behalf of the other, the principal, in creating legal relationships with third parties.
Partnership
A business organization in which two or more persons agree to do business together and share profits and losses accordingly.
Fiduciary Duty
A legal obligation of one party to act in the best interest of another. Within a partnership or agency, an agent has a fiduciary duty to the principal.
Authority
The power of an agent to act on behalf of a principal, either by explicit agreement, or through implied or apparent circumstances.
Principal
The person or entity who authorizes an agent to act on their behalf to create legal relationships with third parties.
Actual Authority
Power granted by a principal to an agent by intentional and express designation or by implied conduct.
Apparent Authority
A situation where a principal creates the reasonable impression to a third party that an agent has authority to act on their behalf, even if no such actual authority exists.
Ratification
The principal's acceptance of an agent's unauthorized act. It retroactively validates the originally unauthorized act.
Duty of Loyalty
An agent's responsibility to act solely in the principal's interests, avoiding conflicts of interest and self-dealing.
Joint and Several Liability
In a partnership, a legal principle whereby each partner is individually liable as well as jointly with other partners for the entire amount of a debt or liability.
General Partnership
A partnership where each partner has equal management rights and is personally liable for the debts of the partnership.
Limited Partnership
A partnership composed of one or more general partners with full liability and one or more limited partners whose liability is limited to their investment.
Duty of Care
The responsibility of a partner or an agent to act in a reasonable, prudent manner when engaging in activities on behalf of the partnership or principal.
Indemnification
A clause often found in partnership agreements requiring the partnership to compensate partners for liabilities incurred while they were acting on behalf of the partnership.
Dissolution
The formal disbanding of a partnership. It may be voluntary or forced by law or court order.
Power of Attorney
A legal document granting an agent authority to act on the principal's behalf in legal and financial matters.
Silent Partner
A partner who invests in a partnership but does not take an active role in its daily management and is not known to the public as a partner.
Undisclosed Principal
When a third party is unaware of the existence of a principal, and believes that the agent is acting in their own capacity.
Joint Venture
A commercial enterprise undertaken by multiple parties that otherwise retain their distinct identities. Similar to a partnership, but typically limited to a single project or fixed period.
Non-Compete Clause
A provision in a partnership agreement where a partner agrees not to enter into or start a similar profession or trade in competition against the partnership.
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