Business Associations

Agency, partnerships, corporations and LLCs: formation, fiduciary duties, shareholder rights and the California corporate distinctions tested on the essay day.

1 chapter1 hour of reading15 practice questions

Read chapter 1 free Practice essays

Chapters

1AgencyHow one person binds another in contract and tort. The chapter defines agency (assent, benefit, control), the duties between principal and agent and the remedies for breach, contract liability through actual authority, apparent authority and ratification, the liability of the agent by type of principal, tort liability under respondeat superior and the independent-contractor exceptions, and how authority ends. California points: the equal dignities rule (Civ. Code § 2309) and the protection of third parties who act without actual knowledge (§ 2356(b)).60 minFree

How California differs

From chapter 1

CACalifornia distinction

The equal dignities rule: written authority

General rule (federal / majority)

Under the Restatement default, authority may be oral unless a statute requires a writing (Restatement (Third) of Agency § 3.02). Many states require written authority for land contracts.

California

Authority for a contract that must be in writing must itself be written (Civ. Code § 2309). An agent’s land sale or lease over 1 year is invalid without written authority (Cal. Civ. Code § 1624(a)(3)). Ratification must also be written (§ 2310).

If the call is silent and an agent signed a land contract on oral authority, add one sentence: some states, including California, require written authority. If the call names California, analyze §§ 2309–2310 fully.

Lessons

Marcus Delgado

Business Associations lecturer

Former Silicon Valley corporate counsel; a decade advising startups on formation and governance; adjunct in business organizations.

Our lecturers are AI-voiced teaching personas; the portraits are illustrations.

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