Agency Partnership Syllabus
College of Law Educational Mission & Learning Goals
The College of Law has adopted a Mission Statement and Learning Goals designed to enable it to achieve its mission. Please use the following link to see the Mission Statement and its accompanying Learning Goals.
Agency-Partnership Law Learning Goals & Outcomes
The Agency-Partnership class is designed and organized to provide students with learning opportunities that further the achievement of the following College of Law Learning Goals.
* Knowledge of Substantive Law Necessary to Effective & Responsible Participation in the Legal Profession;
* Competency in Legal Analysis, Reasoning and Problem Solving.
Agency-Partnership Law is an extremely important foundational course for learning and understanding business law. Through Socratic dialogue, group process, strategic lectures, problem-solving exercises in class, students will be presented with learning opportunities to:
Develop familiarity with the organization, structure and wording of the: (1) Restatement (Second) & (Third) of Law of Agency; (2) Uniformed Partnership Act (UPA); (3) Revised Uniformed Partnership Act (RUPA); and (4) Uniform Limited Liability Companies Act (LLC)
Restatement (Second) & (Third) of Law of Agency
* What is an “agency”? How is an agency relationship formed? What are the default rules for agency?
* Definitions and Terminology as they relate to the applicability of the agency rules of resolution
* Liability of Agent to third parties
* Liability of Principal to third parties
* Agent’s duty of loyalty
* Termination of the agency relationship
UPA and RUPA
* What constitutes a general partnership
* How a partnership is formed
* The role of agency law in the formation and management of a partnership
* Partnership and individual partner liability to third parties
* Property and managerial rights of a partner
* Dissociation and dissolution of a partnership
Uniform Limited Liability Company Act
Introduce students to the process and intricacies of the law of Agency and Partnerships through careful study of case law and state statutes.
Teach students to think critically and learn to read and analyze legal material carefully and with great attention to crucial detail.
The degree to which students learned important Agency-Partnership law and attained competency in Agency-Partnership analysis, reasoning, and problem-solving as a result of taking Agency Partnership will be measured by student performance on one graded fact-patterned essay exam. The exam will be comprehensive. It is not possible to cover all the important substantive agency-partnership principles in a single exam. Therefore, the measurable learning outcomes in Agency Partnership will be knowledge of those Agency-Partnership doctrines and principles listed above that are actually covered by the exam and competency in Agency-Partnership Analysis, Reasoning, and Problem-Solving.
Policies and Procedures
Melvin Aron Eisenberg, An Introduction To Agency, Partnerships, And LLCs (6th ed. 2006).
Office: (918) 631-2444
Mon/Wed. 9:00 a.m.- 12:30p.m.
and through appointments.
I insist on regular attendance, preparation and class participation in the Agency-Partnership course. In order to be allowed to complete the course, take the final exam and receive credit for the course, you must not miss more than 5 scheduled classes.
To effectuate this Attendance Policy, the following procedures will be observed:
A. Attendance will normally be taken by me using the seating chart. If a student arrives after class has begun, such tardiness will be deemed equivalent to an absence.
B. Any student who accumulates 6 or more absences during the semester will be dismissed from the course, not permitted to take the final exam and will not receive credit for the course. However, exception may be made for someone who encounters some emergency or other disaster and has not already used up absences for frivolous reasons. I will not speculate as to what is or is not a good excuse or a sufficiently devastating emergency, disaster, illness or crisis. Students wishing to be excused for such reasons should be prepared to present appropriate documentation for such absence.
I insist that students be on time to class. Tardiness will not be tolerated. You may not come to class if tardy, unless your lateness was the result of an unforeseen event beyond your control and you contacted me via telephone immediately after realizing that the event will impede your ability to arrive on time. If I am not available you must leave a message stating your name and reason for being late on my voice mail.
A student who has complied with the above process and arrives less than 30 minutes late to class should contact me immediately after class to discuss whether the tardy will be excused or treated as an unexcused absence.
I will randomly call on students throughout the class session. If you are called on and you pass because you are not prepared or your answer reflects significant lack of preparedness, you will be counted absent for that day and your attendance adjusted accordingly.
Policy on Tape Recording:
Tape recording the class is PROHIBITED.
Conduct of Class:
Please turn off all cell phones, pagers, blackberries, iPhones and two-way communicative devices during class. You should not use your computer during class to surf the web, play solitaire or other computer games, visit chat rooms, or engage in any conduct which would be offensive to a person of reasonable sensibility.
* I Reserve The Right To Modify This Syllabus*
You are responsible for printing and bringing to class a copy of all the cases listed on the syllabus. After we have exhausted the materials on the syllabus, we will turn to the casebook. Once we begin using the casebook, the class assignment is to read 25 pages from where we stopped in the previous class for the next class.
Date, Assignment, and Page:
Tuesday, Aug. 27 – Restatement 3d § § 1.01, 1.02, 1.03, 1.04 – 258-259
Demian, LTD v. Charles A. Frank Assoc.,
671 F.2d 720; Colony Associates v. Fred L. Clapp
& Co., 300 S.E.2d 37 (N.C. App. 1983).
Thursday, Aug. 29, Restatement 2d § § 1, 2, 3, 4, 223-224
House v. Boylan, 186 Ok. 124 (Okl. 1939);
Commission on Ecumenical Mission v. Roger Gray,
267 N.E.2d 467 (N.Y. 1971).
Tuesday, Sept. 3, Restatement 2d. § 4; Restatement 3d 1.04 (2) (a)-( c )
Dimensions Graphic v. Jacobson, 994 P.2d 658
(Kan. Ct. App. 2000);
Restatement 2d § § 336, 337 245
Restatement 3d § 6.09 300
Thursday, Sept. 5 , Seigworth v. State, 91 Nev. 536 (1975)
Restatement 2d § § 320-322 242-243
Restatement 3d § § 6.01-6.04 291-297
Rowen & Blair Electric Co. v. Flushing Operating
Corp. 239 N.W.2d 633 (Mich. 1976)
Restatement 2d § § 144, 159, 160, 161, 161A
186, 194, 195A 236-238
Tuesday, Sept. 10 Authority CASEBOOK 1-6
Restatement 2d § 140 235
Restatement 2d § 143 235
Restatement 2d § § 7, 8, 8A 8B 224-225
Restatement 2d § § 49, 82-99 229-233
Hamilton Hauling v. GAF, 719 S.W.2d 841
(Mo. App. 1986)
Tedesco v. Gentry Dev. Corp., 540 So.2d 960
R. 3d § 3.02 275
Thursday, Sept. 12 CASEBOOK 7-19
Agent’s duty of loyalty 20-28
Robinson v. F.W. Morse & Co., 1994 Me. Super.
Tuesday, Sept. 17 Hinson v. Cameron, 1987 Ok. 49
Lane Mortgage Co. v. Crenshaw, 269 P. 673
Restatement 3d § § 3.12-3.13 276-284
Restatement 2d § § 138-139 234-235
Thursday, Sept. 19 Start reading from the casebook pages 31-56
Read 25 pages from where we stop in class for remainder of semester.