This text provides a reader-friendly, accessible overview of unincorporated business associations. While emphasizing the doctrinal issues taught in today's unincorporated business associations classes, it places significant emphasis on economic analysis of the major issues in that course. The second edition has been comprehensively updated. It includes extensive new treatment of the now final Restatement (Third) of Agency and amendments to the various uniform acts governing unincorporated business associations. The coverage has been expanded to include additional topics, especially in the chapter on limited liability companies, so as to reflect their continually growing popularity as a choice of form for small businesses. Among these new topics are single member LLCs, shelf LLCs, conversion to an LLC from other forms of business organizations, promoters' duties, non-profit and low profit LLCs, and freedom of contract in LLC law.

Rights and Duties Between Principal and Agent, Partners, and Members of an LLC; Vicarious Tort Liability; Express, Implied and Apparent Authority; Inherent Agency Power; Undisclosed Principal; Ratification; Notice, Notification, Imputed Knowledge; Termination of Authority; Partnership Formation, Operation and Termination; Fiduciary Duties Among Partners; Right to an Accounting; Creditors' Rights Against Partners and the Partnership; Dissociation and Dissolution; Winding-Up; Liquidation. Limited Partnership and the LLC: Creation, Operation and Dissolution.

Coverage is generally organized in the traditional sequence. Agency, partnerships (including limited liability partnerships), limited partnerships, and limited liability companies are covered sequentially, followed by ownership interests and fiduciary duties in unincorporated business entities. Designed to be more teachable, the second edition includes only materials usually covered by the lead authors in a three-hour course.

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A key feature of Agency, Partnerships, and Limited Liability Entities: Unincorporated Business Associations is the extensive coverage of limited liability entities, especially unincorporated limited liability companies. The authors include cases on such LLC topics as formation, interpretation of the operating agreement, piercing the LLC ?veil,? fiduciary obligation, expulsion of a LLC member, and dissolution. Also included is a section on the question of whether membership interests in LLCs and limited partnerships are a security.

The topics covered in Agency, Partnership, and Limited Liability Companies are rights and liabilities between principal and agent (including agent s fiduciary duty, principal s right to indemnification), contractual rights between principal and third persons (including creation of agency relationship, authority of agent, scope of authority, termination of authority, ratification, liability on agents contracts), and tort liability (including" respondeat superior, " master-servant relationship, scope of employment). Also included are property rights of partner, formation of partnership, relations between partners (including fiduciary duty), authority of partner to bind partnership, dissolution and winding up of partnership. Formation, operation, and dissolution of limited partnerships and limited liability companies, as well as mergers and conversions of these entities, are also covered."