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General Partner Liability

General partners are personally responsible for the obligations of the partnership. In most cases, however, personal assets are not pursued unless the partnership’s assets have first been exhausted.

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Partnership Creation

A partnership is formed when two or more individuals operate a business together and share in its profits, whether through a verbal or written agreement.

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Partnership

A partnership is an association of two or more persons/entities carrying on a business for profit.

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Partner

A partner is a co-owner sharing profits and management of a partnership.

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Equal Dignity Rule

Under the equal dignity rule, an agent must have written authorization to enter into contracts that are themselves required to be in writing under the statute of frauds.

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Apparent Authority

Apparent authority arises when a principal represents that an agent is authorized to act on the principal’s behalf, and a third party reasonably relies on that representation.

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Implied Authority

Implied authority exists when an agent reasonably believes certain actions are necessary to carry out their duties, when the agent has previously engaged in similar conduct, or when such actions are customary for someone acting on behalf of the principal.

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Express Authority

Express authority arises when a principal explicitly grants an agent the power to act on the principal’s behalf.

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Actual Authority

Actual authority exists when the principal reasonably communicates to the agent that the agent has authority to act on the principal's behalf.

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Agency Creation

An agency relationship exists when: (1) the principal assents to the agent acting for the principal; (2) the agent acts for the benefit of the principal; and (3) the principal has the right to control the agent’s conduct (“ABC”).

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Principal

A principal is a person that authorizes an agent to act on behalf of a principal.

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Agent

An agent is a person that act’s on behalf of a principal.

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