WESTERN STATE UNIVERSITY
COLLEGE OF LAW
AGENCY & PARTNERSHIPS
SECTION 352A
FALL 2007
PROFESSOR LEE
COURSE SYLLABUS & POLICIES
TEXTS
Required:
Corporations including Partnerships and Limited Liability Companies
Tenth Edition
Robert W. Hamilton and Jonathan R. Macey
West Group
Corporations and Other Business Associations
Statutes, Rules and Forms
Jeffrey D. Bauman
2007 Edition
West Group
Recommended:
Agency, Partnerships & LLCs: Examples and Explanations
Second Edition
Daniel S. Kleinberger
Aspen Publishing
Agency Partnerships & LLCs
Stephen M. Bainbridge
Foundation
Please bring the required texts to all classes. The “Casebook” assignments refer to the
Hamilton, et al. casebook. Study the Restatement and Model Act provisions in the statutes book as
they relate to the case materials for each class. The recommended texts offer deeper insights into
the legal theories underlying law of unincorporated business entities. Copies of these texts are on
reserve in the law library for your use.
In addition, a number of weeks’ assignments include readings of cases not included in your
casebook. You are required to obtain these cases either on the course website or in the Law
Library and have them prepared for class discussion.
OBJECTIVES
This course is a survey of the law of various unincorporated business associations. Its
purpose is to acquaint students with the fundamental legal elements of these business relationships
and entities. Finally, this course will examine some of the types of commercial practices and
economic policies that have shaped this area of business law.
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AGENCY & PARTNERSHIPS
FALL 2007
COURSE SYLLABUS & POLICIES
EXAMINATIONS AND GRADING
Each student will receive a numeric grade based an on-line midterm that will count as
twenty-five (25) percent of the grade and the final will count as seventy-five (75) percent. The final
examination will consist of a two-part essay question to be completed in three hours. The
examinations will require analysis of the law and policy issues covered in the reading materials and
class lectures. Both examinations will be “open book”, allowing students to bring and refer to
whatever written materials they like.
ATTENDANCE AND PARTICIPATION
In this course, the cases will be analyzed and illuminated through students' answers to
questions during class. Emphasis will be on the reasoning underlying the holdings in the cases, not
simply the "black letter" rules derived from the holdings. This can lead to spirited and stimulating
discussion, but only if the students are thoroughly prepared. You will, therefore, be expected to have
carefully read and briefed each case in the weekly assigned reading.
Unless otherwise instructed, you are responsible for all materials assigned in the reading
list and you are expected to prepare the readings assigned on the syllabus, regardless of where we
are on the syllabus in the class lectures or whether we have opportunity to cover all of the
assigned readings in class. The syllabus may be revised at any time during the semester.
Your attendance and participation in all classes is required. Failure to prepare will count
as an absence. Students who miss more than four classes will be academically withdrawn from the
course.
OFFICE HOURS
My office hours are by appointment only. You may make an appointment by contacting me
by e-mail at crlee@wsulaw.edu. The purpose of an appointment should be to discuss questions you
may have about the substantive law of the course.
COURSE WEBSITE- MANDATORY ENROLLMENT
I have prepared a course website on Lexis/Nexis Webcourses. Please enroll on the website
as soon as possible. I will be regularly updating the website with articles, study materials, practice
exams, links to sites of interest, etc. throughout the semester. You are responsible for checking the
website regularly and you will be responsible for all materials posted on it.
CLASSROOM POWERPOINT SLIDES
I will post any PowerPoint presentations I use during a class on the course website after the
class. The PowerPoint presentations are solely for the purpose of guiding classroom discussion
and are not intended to substitute for a student outlining, reading, briefing or otherwise
preparing for class.
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AGENCY & PARTNERSHIP
FALL 2007
COURSE SYLLABUS & POLICIES
ASSIGNED READING:
WEEK 1 – AUG 20
INTRODUCTION TO BUSINESS ASSOCIATIONS AND THE ROLE OF AGENCY
Casebook pp. 1-25
Casebook pp. 178-180
WEEK 2 – AUG 27
AGENCY
The Definition of Agency
Additional Cases (links under Assignments on the Course Website):
Gorton v. Doty, 69 P. 2d 136 (Idaho 1937)
MJ & Partners Restaurant Limited Partnership v. Zadikoff, 10 F.Supp. 2d 922 (N.D. Ill. 1998)
Gay Jensen Farms Co. v. Cargill, Incorporated, 309 N.W. 2d 285 (Minn. 1981)
WEEK 3 – SEPT 3
AGENCY
Duties of Agent to Principal: Fiduciary Duties
Additional Cases (links under Assignments on the Course Website):
Reading v. Regem, [1948] 2 KB 268
General Automotive Manufacturing Co. v. Singer, 120 N.W. 2d 659 (Wisc. 1963)
Bancroft-Whitney Company v. Glen, 64 Cal. 2d 327 (Cal. 1966)
Town & Country House & Home Service, Inc. v. Newbery, 147 N.E. 2d 724 (N.Y. 1958)
Corroon v. Black-Rutters & Roberts, Inc. v. Hosch, 325 N.W. 883 (Wisc. 1982)
WEEK 4- SEPT 10
AGENCY
Duties of Principal to Agent
Termination of Agency
Principal’s Liability to Third Parties in Contract
Authority of Agent: Actual, Implied and Apparent
Additional Cases (links under Assignments on the Course Website):
Mill Street Church of Christ v. Hogan, 785 S.W. 2d 263 (Ky. 1990)
Karl Rove & Co. v. Thornburgh, 39 F.3d 1273 (5th Cir. 1994)
Lind v. Schenley Industries, Inc., 278 F.2d 79 (3d Cir. 1960)(en banc).
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AGENCY & PARTNERSHIP
FALL 2007
COURSE SYLLABUS & POLICIES
WEEK 5 – SEPT 17
AGENCY
Principal’s Liability to Third Parties in Contract
Authority of Agent: Inherent
Additional Cases (links under Assignments on the Course Website):
Watteau v. Fenwick, [1893] 1 Queen’s Bench 346 (1892)
Kidd v. Thomas A. Edison, Inc., 239 Fed. 405 (S.D.N.Y. 1917)
Ratification
Additional Cases (links under Assignments on the Course Website):
Botticello v. Stefanovicz, 411 A.2d 16 (1979)
Estoppel
Additional Cases (links under Assignments on the Course Website):
Hoddeson v. Koos Bros., 135 A.2d 702 (App.Div. 1957)
WEEK 6 – SEPT 24
AGENCY
Principal’s Liability to Third Parties in Tort
Employee versus Independent Contractor
Additional Cases (links under Assignments on the Course Website):
Humble Oil & Refining Co. v. Martin, 222 S.W.2d (Tex. 1949)
Hoover v. Sun Oil Co, 212 A.2d 214 (Del. 1965)
Murphy v. Holiday Inns, Inc., 219 S.E.2d 874 (Va. 1975)
Parker v. Domino's Pizza, 629 So.2d 1026 (Fla.Dist.Ct.of Appeal, 4th Dist. 1993)
Billops v. Magness Constr. Co. 391 A.2d 196 (Del. 1978)
Brill v. Davajon, 201 N.E. 2d 253 (Ill. 1964)
Ira S. Bushey & Sons, Inc. v. United States, 398 F.2d 167 (2d Cir. 1968)
Jackson v. Righter, 891 P.2d 1387 (Utah 1995)
Manning v. Grimsley, 643 F.2d 20 (1st Cir. 1981)
Kaletha v. Hall Mercantile Company, 196 N.W. 261 (Minn. 1923)
Kleeman v. Rheingold, 614 N.E.2d 712 (N.Y. Ct of Appeals 1993)
Majestic Realty Assoc. v. Toti Contracting Co., 153 A.2d 321 (N.J. 1959)
Anderson v. Marathon Petroleum Co., 801 F.2d 936 (7th Cir. 1986)
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AGENCY & PARTNERSHIP
FALL 2007
COURSE SYLLABUS & POLICIES
WEEK 7 – OCT 1
PARTNERSHIP
Formation and Operation
Casebook pp. 26-35
Casebook pp. 125-130
Law Firm Partnerships and Limited Liability Partnerships
Casebook pp. 35-54
Management of the Partnership
Casebook pp. 54-67
Additional Cases (links under Assignments on the Course Website):
Summers v. Dooley, 481 P.2d 318 (Id. 1971)
Moren ex rel. v. JAX Restaurant, 679 N.W. 2d (Minn.App. 2004)
Day v. Sidley & Austin, 394 F.Supp. 986 (D.D.C. 1975)
WEEK 8 – OCT 8
PARTNERSHIP
Fiduciary Obligations of Partners
Casebook pp. 67-74
Partnership Property
Casebook pp. 74-77
Additional Cases (links under Assignments on the Course Website):
Putnam v. Shoaf, (620 S.W.2d 510 (Ct. App. Tenn. 1981)
Partnership Accounting
Casebook pp. 77-84
Partnership Dissolution
Casebook pp. 84-107
WEEK 9 – OCT 15
PARTNERSHIP
Partnership Dissolution
Casebook pp. 107-125
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AGENCY & PARTNERSHIP
FALL 2007
COURSE SYLLABUS & POLICIES
WEEK 10 – OCT 22
LIMITED PARTNERSHIPS
Casebook pp. 131-162
WEEK 11- OCT 29
LIMITED LIABILITY COMPANIES
Casebook pp. 163-177
Formation
Additional Cases (links under Assignments on the Course Website):
Water, Waste & Land, Inc. v. Lanham, 955 P.2d 997 (Col. 1998)
Piercing the LLC Veil
WEEK 12 – NOV 5
LIMITED LIABILITY COMPANIES
Fiduciary Obligations of Members
Additional Cases (links under Assignments on the Course Website):
McConnell v. Hunt Sports Enterprises, 725 N.E. 2d 1193 (Ohio 1999)
VGS, Inc. v. Castiel, 2000 WL 1277372 (Del. Ch. 2000)
Walker v. Resource Development Co., 2000 WL 1336720 (Del. Ch. 2000)
WEEK 13 – NOV 12
LIMITED LIABILITY COMPANIES
Dissolution
Additional Cases (links under Assignments on the Course Website):
New Horizons Supply Cooperative v. Haack, 590 N.W.2d 282 (Wisc. 1999)
The Dunbar Group, LLC v. Tignor, 593 S.E. 216 (Va. 2004)
Investcorp, L.P. v. Simpson Investment Co., 983 P.2d 265 (Kan. 1999)
WEEK 14 _NOV 19
FINAL REVIEW-Reading Week (to be scheduled)
FINAL EXAMINATION– (to be scheduled)
Thanksgiving Break NOV 22-25- Last Day of Classes NOV 27
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