Agency, Partnerships, and Limited Liability Entities: Cases and Materials on Unincorporated Business Associations

Stephen M. Bainbridge, University of California-L.A. School of Law

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Table of Contents

Teacher's Manual

• The Chapter on Partnerships has been substantially reorganized to improve the logical flow of the material. The section on fiduciary duties now follows those sections on partnership property and management. The materials on dissociation and dissolution were divided into two new sections, one of which deals with dissolution under the UPA (1914) and the other one of which deals with dissociation and dissolution under the UPA (1997). It should be possible for adopters who wish to ignore the older law to do so, although there is merit in covering the older material if time permits. Many issues posed under the 1914 statute remain significant even under the 1997 statute.
• Some antiquated cases have been replaced with more up-to-date cases. Ackerman v. Sobol Family Partnership, LLP, for example, is a new case on apparent authority that is a substantial improvement on the old Three Seventy Leasing Corp. v. Ampex Corp. opinion.
• New cases include In re Fulton, for example, which elaborates on partnership property, and In re: El Paso Pipeline Partners, L.P., Derivative Litigation, which deals with the procedures governing derivative litigation in publicly traded limited partnerships.

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