Juris Doctor (JD) Business Associations and Professional Responsibility Syllabus

Business Associations and Professional Responsibility syllabus — full chapter and topic list

Expand any chapter to see its topics and sub-topics. This is the whole examinable outline for Business Associations and Professional Responsibility in Juris Doctor (JD), not a summary of it.

1. 1

   Agency

   3 topics

   • Creation and Authority
     • Formation of the agency relationship
     • Actual, apparent, and inherent authority
     • Ratification
   • Duties of Principal and Agent
     • Fiduciary duties of agents
     • Duties owed by the principal
   • Liability and Termination
     • Principal's liability in contract and tort
     • Frolic and detour
     • Termination of agency
2. 2

   Partnerships

   3 topics

   • General Partnerships
     • Formation and the partnership agreement
     • Management rights and partner liability
     • Fiduciary duties among partners
   • Limited Partnerships and LLPs
     • Limited liability and control rules
     • Limited liability partnerships
   • Dissolution and Winding Up
     • Dissociation and dissolution
     • Distribution of assets
3. 3

   Corporations and LLCs

   4 topics

   • Formation and Structure
     • Incorporation and the corporate entity
     • Piercing the corporate veil
     • Ultra vires acts and promoter liability
   • Governance and Fiduciary Duties
     • Roles of shareholders, directors, and officers
     • Duty of care and the business judgment rule
     • Duty of loyalty and conflicts of interest
   • Shareholder Rights and Securities
     • Derivative and direct suits
     • Insider trading and Rule 10b-5
     • Mergers, acquisitions, and dissenters' rights
   • Limited Liability Companies
     • Formation and operating agreements
     • Member-managed versus manager-managed LLCs
4. 4

   Professional Responsibility

   4 topics

   • The Attorney-Client Relationship
     • Formation, scope, and termination of representation
     • Competence and diligence
     • Fees and client property
   • Confidentiality and Conflicts
     • The duty of confidentiality and its exceptions
     • Concurrent and successive conflicts of interest
     • Imputation and screening
   • Duties to the Court and Third Parties
     • Candor toward the tribunal
     • Fairness to opposing parties and counsel
     • Communications with represented and unrepresented persons
   • Regulation of the Profession
     • Admission, discipline, and unauthorized practice
     • Advertising and solicitation
     • Judicial conduct and impartiality

Business Associations and Professional Responsibility flashcards for Juris Doctor (JD)

19 of 60 cards from the Business Associations and Professional Responsibility deck — real questions with worked answers.

1. What is the legal definition of agency?

   A fiduciary relationship that arises when a principal manifests assent to an agent that the agent act on the principal's behalf and subject to the principal's control, and the agent manifests assent or otherwise consents to so act.

2. What are the four ways an agent can hold authority to bind a principal?

   Actual express authority, actual implied authority, apparent authority, and ratification.

3. How does apparent authority differ from actual authority?

   Apparent authority arises from the principal's manifestations to a third party (causing reasonable belief the agent is authorized), while actual authority arises from the principal's manifestations to the agent. Apparent authority can exist even when actual authority does not.

4. What is required for ratification of an unauthorized act by an agent?

   The principal must (1) have knowledge of all material facts, (2) accept the entire transaction (no partial ratification), and (3) have capacity; the act must have been done on the principal's behalf, and ratification relates back to the time of the original act.

5. What is the difference between a disclosed, partially disclosed (unidentified), and undisclosed principal?

   Disclosed: third party knows the agent acts for a principal and knows the principal's identity. Partially disclosed/unidentified: third party knows there is a principal but not the identity. Undisclosed: third party does not know a principal exists.

6. What fiduciary duties does an agent owe to the principal?

   Duties of loyalty (no self-dealing, no usurping opportunities, no secret profits), obedience (follow lawful instructions), and reasonable care (perform with competence and diligence).

7. What duties does a principal owe to an agent?

   To compensate the agent as agreed, to reimburse/indemnify for expenses and losses properly incurred, to cooperate, and to deal fairly and in good faith.

8. Under the duty of loyalty, what must an agent do with profits earned through the agency?

   Account for and turn over to the principal any material benefit or secret profit received in connection with transactions conducted on the principal's behalf; the agent may not retain undisclosed profits.

9. When is a principal vicariously liable for an agent's torts under respondeat superior?

   When the tortfeasor is an employee (servant) and the tort was committed within the scope of employment. Generally there is no vicarious liability for torts of independent contractors (subject to exceptions like nondelegable and inherently dangerous duties).

10. What factors distinguish an employee from an independent contractor?

    The principal's right to control the manner and means of the work; also the level of skill required, who supplies tools, length of relationship, method of payment, and whether the work is part of the principal's regular business. Right to control is the key factor.

11. What is the 'frolic and detour' distinction in respondeat superior?

    A minor deviation (detour) remains within the scope of employment, so the employer is liable; a substantial deviation for the employee's own purposes (frolic) falls outside scope, so the employer is not liable.

12. How can actual authority terminate?

    By the agreement's terms, lapse of a reasonable time, change in circumstances, agent's breach of fiduciary duty, either party's manifestation of revocation/renunciation, death or loss of capacity of either party, or by operation of law (e.g., bankruptcy).

13. What is a 'power coupled with an interest' (irrevocable agency)?

    An agency power given to protect the agent's own interest (e.g., security for a debt) that the principal cannot unilaterally revoke and that is not terminated by the principal's death or incapacity.

14. What is a general partnership and how is it formed?

    An association of two or more persons to carry on as co-owners a business for profit; it is formed automatically by such conduct, with no formal filing required, and can arise even without intent to form a partnership.

15. Under the RUPA, how are profits and losses shared absent an agreement?

    Profits are shared equally among partners regardless of capital contribution; losses follow profits (shared equally absent contrary agreement).

16. What is the nature and extent of a general partner's liability for partnership obligations?

    General partners are jointly and severally liable for all partnership obligations; a plaintiff generally must exhaust partnership assets first (RUPA), and an incoming partner is not personally liable for obligations arising before joining.

17. What management rights do partners have absent agreement?

    Each partner has equal rights in management; ordinary business decisions are decided by majority vote, while matters outside the ordinary course of business or amendments to the partnership agreement require unanimous consent.

18. What fiduciary duties do partners owe one another and the partnership?

    The duty of loyalty (account for profits, refrain from self-dealing and competing) and the duty of care (refrain from grossly negligent/reckless conduct, intentional misconduct, or knowing legal violations), plus the obligation of good faith and fair dealing.

19. What is a limited partnership (LP) and what are its required parties?

    A partnership with at least one general partner (who manages and has unlimited personal liability) and at least one limited partner (who is generally a passive investor with liability limited to their contribution); it requires filing a certificate of limited partnership with the state.

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