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Business Law: Agency and Partnerships

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Agency

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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.

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Partnership

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A business organization in which two or more persons agree to do business together and share profits and losses accordingly.

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Fiduciary Duty

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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.

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Authority

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The power of an agent to act on behalf of a principal, either by explicit agreement, or through implied or apparent circumstances.

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Principal

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The person or entity who authorizes an agent to act on their behalf to create legal relationships with third parties.

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Actual Authority

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Power granted by a principal to an agent by intentional and express designation or by implied conduct.

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Apparent Authority

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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.

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Ratification

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The principal's acceptance of an agent's unauthorized act. It retroactively validates the originally unauthorized act.

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Duty of Loyalty

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An agent's responsibility to act solely in the principal's interests, avoiding conflicts of interest and self-dealing.

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Joint and Several Liability

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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.

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General Partnership

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A partnership where each partner has equal management rights and is personally liable for the debts of the partnership.

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Limited Partnership

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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.

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Duty of Care

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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.

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Indemnification

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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.

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Dissolution

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The formal disbanding of a partnership. It may be voluntary or forced by law or court order.

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Power of Attorney

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A legal document granting an agent authority to act on the principal's behalf in legal and financial matters.

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Silent Partner

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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.

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Undisclosed Principal

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When a third party is unaware of the existence of a principal, and believes that the agent is acting in their own capacity.

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Joint Venture

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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.

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Non-Compete Clause

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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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