law school outline: business organizations
TP to P: If P is liable to TP, vice versa applies. No liability if P undisclosed. A to P: A liable to P for unauthorized acts that bind P due to apparent authority.
P to A: P must indemnify A for necessary acts within actual authority. A to TP
Termination: P has irrevocable authority to terminate agency. K provision to the contrary effective only to create damages for wrongful termination (breach of K). P should notify TP of revocation.Sole proprietorship
Defective Incorporation: Officer can be personally liable unless
Estoppel: Permits existance of corporation for purpose of K cause of action if D represented corporation and p reasonably relied to p �s detriment.Bylaws (�212)
Board of Directors