Agency and Partnership on the Multistate Essay Exam: Highly Tested Topics and Tips
Here, we give you an overview of Agency and Partnership on the Multistate Essay Exam (MEE), including an overview of some of the highly tested topics and tips to approaching an Agency and Partnership question.
Agency and Partnership regularly are tested on the Multistate Essay Exam. The Examiners often test the same issues semi-frequently and it is worth it to be aware of what these issues are.
In this post, we give you some tips for approaching Agency and Partnership on the Multistate Essay Exam and we reveal some of the highly tested issues in Agency and Partnership Multistate Essay Exam questions.
Agency and Partnership on the Multistate Essay Exam
1. First, know how Agency and Partnership are tested
Agency and Partnership are tested about once a year. Note that sometimes only Agency is tested. Sometimes only Partnership is tested. And sometimes you will see a mixture of both Agency and Partnership principles tested on the Multistate Essay Exam.
Basic principles of Agency and Partnership tend to be tested. Most MEE answers reference the Uniform Partnership Act (UPA), the Revised Uniform Partnership Act (RUPA) or the Restatement (Second) of Agency. If you took Agency and Partnership or Business Organizations in law school, the law you learned in your law school class should be very consistent with the law you are expected to apply on the Multistate Essay Exam.
2. Be aware of the highly tested Agency and Partnership issues
The Examiners tend to test several of the same issues repeatedly in Agency and Partnership questions. (We have a nice summary of these in our MEE One-Sheets if you want to see them in one place.)
Some of the “favorite” Agency Multistate Essay Exam issues include:
- Actual authority: This is one of the Examiners’ favorite issues to test (second to apparent authority). Be able to say, “Actual authority can be express, where the agent is expressly given authority to act for the principal. It can also be implied. Implied authority is present when the principal’s conduct leads the agent to believe it has authority.”
- Apparent authority: State: “the elements of apparent authority are: (a) the person dealing with the agent must do so with a reasonable belief in the agent’s authority, and (b) the belief must be generated by some act or neglect on the part of the principal.“
- Principles of vicarious and direct liability also are tested semi-frequently. Remember that an agent is always liable for her own torts. A principal can be vicariously liable if the agent or employee was acting in the scope of employment, made a minor deviation from employment, or committed an intentional tort (a) for the principal’s benefit, or (b) because the principal authorized it, or (c) the intentional tort arose naturally due to the nature of employment.
- Liability of a principal and agent for contracts entered into by the agent. This is an issue that has come up recently (Feb 2017) and has been tested semi-consistently in Agency and Partnership on the MEE. The agent is bound to a third party on a contract she enters into with the third party if the agent had no actual or apparent authority to enter into the contract. The agent also is liable if the principal is undisclosed (i.e., the third party does not know the agent is acting on another’s behalf) or if the principal is “partially disclosed” (i.e., the third party knows the agent is acting on behalf of another but does not know the identity of the principal).
Some of the “favorite” Partnership Multistate Essay Exam issues include:
- Formation: Write: A partnership is “the association of two or more persons to carry on as co-owners, a business for profit . . . whether or not the persons intended to form the partnership.” Remember that it is very easy to form a general partnership. No paperwork needs to be filed and it is the “default” form if parties improperly try to form another business association (e.g., a limited liability partnership). So, in general, if the question is, “was a general partnership formed?” the answer usually is yes!
- Note that partners have fiduciary duties of loyalty, care, and to account.
- Be aware of how a partnership ends. “Dissolution” is not the end of a partnership. Dissolution is a fancy word for change and can occur if a partner withdraws in an at-will partnership. Then the partners need to “wind up” the partnership and pay creditors. The partnership then terminates.
- Limited Liability Partnerships (LLPs) and Limited Partnerships (LPs) are sometimes tested. Oftentimes on the Multistate Essay Exam, a partner will commit a tort before an LLP is filed and then file an LLP. The partner is still liable for any actions that took place before the conversion to an LLP.
- Creditors’ Rights: Note that in a general partnership, although the partners are liable for debts of the partnership, creditors must attempt to collect from the partnership before seeking the personal assets of the partners. This highly tested Multistate Essay Exam principle is not taught by a lot of commercial courses.
3. Be aware of key Agency and Partnership vocabulary
Many students seem to know the general principles of Agency and Partnership, but they forget the key vocabulary or legal “buzzwords” to use. We recommend that you use these words and bold or underline them to draw attention to them in your Multistate Essay Exam answers.
Agency and Partnership vocabulary to use
- Be able to state “actual authority,” “apparent authority,” and “ratification.”
- Be able to label the principal (the one who the agent is acting on behalf of) and the agent.
- Use the term “vicarious liability” when the principal is liable for a tort committed by an agent (even though the principal herself did nothing wrong).
- Know the differences between the general partnership and limited partnership forms.
- Know the differences between dissolution, winding up, and termination (and be able to use those three key terms!).
- Be able to define partnership.
Being familiar with key vocabulary will help you gain credibility with the grader and it will help you maximize your bar exam essay score!
The best way to excel at Agency and Partnership on the Multistate Essay Exam is to practice writing answers to essay questions. This will help you become acquainted with how Agency and Partnership are tested. And it will help you master the highly tested issues.
Here we give you some links to (free) Agency and Partnership questions and NCBE point sheets. (If you would like to purchase a book of Agency and Partnership questions and NCBE point sheets from 2000 to the present, check out our MEE books here. You can also see some exams on the NCBE website for free here.)
- February 2012 Partnership MEE: This one goes over some good basic Partnership principles.
- February 2009 Agency MEE: This one covers very basic agency concepts and will give you a good introduction to Agency.
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