Chapter 16, 19, 32

Adams and Davis are forming a limited partnership to conduct guided fishing tours on the Buffalo River. They decide to name the limited partnership Davis and Adams Guided Buffalo Tours. The limited partnership will be governed by the 1985 Revised Uniform Limited Partnership Act (ReRULPA). Davis will be the general partner and manage the business, and Adams will be a limited partner with an investment of $10,000. Adams and Davis file a certificate of limited partnership with the Secretary of State listing the name of the limited partnership as Davis and Adams Guided Buffalo Tours and begin their business. After six months of operation, Davis has an accident while conducting a tour, and a customer successfully sues the limited partnership for $50,000 because of her injuries. The amount of the judgment that Adams will be responsible for is:

$10,000.

Which of the following is true concerning a contribution to a limited partnership? Choose 3 answers.

-A contribution may be made in the form of cash, property, or services rendered. -A signed writing is required to enforce a promise to make a contribution. -A promise to make a contribution may consist of a note promising a future service or a future payment.

What is true of the dissolution of a limited liability company (LLC)? Choose 2 answers.

-A court may order the dissolution of an LLC under certain circumstances, such as the members engaging in illegal conduct. -Members of an LLC may stipulate in their operating agreement that certain events will cause dissolution.

Which of the following correctly states the voting rights of a limited partner under the Revised Uniform Limited Partnership Act (ULPA 2001)? Choose 2 answers.

-A limited partner may vote on specific matters and still maintain limited liability. -A limited partner's voting rights may be established in the partnership agreement.

What actions might give rise to an agent having apparent authority? Choose 2 answers.

-A sales person whose boss gave samples of a product and authorized the salesperson to sell that product. -A copier repairperson had thirty businesses the repairperson regularly serviced. The repairperson was fired, but no one notified the customers. The repairperson continued to service the customers and told them the new policy was for the repairperson to collect the payment. The repairperson fraudulently cashed the checks.

Which of the following is a requirement for the formation of a limited liability company (LLC)? Choose 2 answers.

-A state statute authorizing the formation of an LLC. -An LLC must file articles of organization with the secretary of state.

What tax options are available to a limited liability company (LLC)? Choose 2 answers.

-An LLC with two or more members can choose to be taxed as a partnership or a corporation. -An LLC with only one member can choose to be taxed as a corporation or a sole proprietor.

What are the legal effects of terminating an agency relationship? Choose 3 answers.

-An agent's actual authority ends. -An agent's apparent authority continues. -The aggrieved party may sue for breach of contract if the termination was wrongful.

What are the primary differences between compensated and non-compensated agents? Choose 2 answers.

-Compensated agents are paid for their work. -Non-compensated agents are not obliged to act.

What legal limitations are imposed on parties to assignments and delegations? Choose 3 answers.

-Contracts that are for a service that depends on a particular skill or talent may not be delegated. -The assignee obtains only the rights that the assignor had under the contract. -A contract cannot prevent an assignment of the right to receive funds.

Which of the following third-party beneficiaries have the right to enforce a contract? Choose 2 answers.

-Donee beneficiary -Creditor beneficiary

Which of the following statements are true about an uncompensated agent? Choose 2 answers.

-If an uncompensated agent acts on behalf of a principal, he may be held liable for losses that occur due to his actions. -An uncompensated agent is not compelled to act on behalf of the principal.

How are the members of a limited liability company (LLC) taxed? Choose 2 answers.

-The LLC may elect to be taxed as a separate taxable entity or have the members taxed individually. -A single member LLC will be taxed as a sole proprietorship unless a different election is made.

What happens upon the death of a principal? Choose 2 answers.

-The agency is immediately terminated. -The agent loses actual authority immediately, even if he or she has not been informed of the death.

What are the fundamental tenets of the duty of loyalty owed by an agent to the agent's principal? Choose 2 answers.

-The agent must maintain confidentiality in the principal's dealings. -The actions of the agent must benefit the principal.

When may an assignment of contractual rights not be allowed? Choose 3 answers.

-The assignment is prohibited by statute. -The assignment materially changes a risk or duty. -The contract is personal in nature.

Which of the following correctly states the liabilities of partners in a limited partnership under the Revised Uniform Limited Partnership Act (ULPA 2001)? Choose 2 answers.

-The liability of a general partner is unlimited. -The liability of a limited partner is limited to their capital contribution.

What are the distinguishing characteristics of management in a manager-managed limited liability company (LLC)? Choose 2 answers.

-The members have no actual or apparent authority to bind the LLC. -The managers have actual or apparent authority to bind the LLC.

Which of the following would typically cause termination of an agency contract by operation of law? Choose 3 answers.

-The principal is ruled insane. -The agent is bankrupt. -impossibility of the purpose of the agency

Which of the following would be wrongful terminations of an agency contract? Choose 3 answers.

-The principal terminates the agency of a male agent who states that he is homosexual -The principal terminates the agency of an agent who had reported an unsafe work environment. -The principal terminates the agency of a female agent who becomes pregnant.

What causes a third party's intended beneficiary rights to vest? Choose 3 answers.

-The third parties materially alter their position in detrimental reliance on the contract. -The third party demonstrates manifest assent to the contract. -The conditions for vesting are satisfied.

A principal's general duties to his or her agent include: (Choose 3 answers.)

-a duty to provide safe working conditions and warn of known hazards. -a duty to refrain from unreasonably interfering with the agent's work. -a duty to cooperate with the agent.

In a limited liability company, who has the right to manage the LLC? Choose 2 answers.

-a manager selected by the members but who is not a member -any member

A general partnership differs from a limited partnership in: (Choose 2 answers.)

-a partner's management rights. -the documents required for creation.

The 2001 Revised Uniform Limited Partnership Act (ULPA 2001) requires which of the following for the formation of a limited partnership? Choose 3 answers.

-a partnership name that includes the words "limited partnership" -the filing of a certificate of partnership with the secretary of state -a state law establishing and governing limited partnerships

Limited partnerships are characterized by: (Choose 3 answers)

-a stronger, more centralized management. -liability being limited to a partner's capital contribution. -having one or more general partners and one or more limited partners.

How may an agency relationship be formed? Choose 3 answers.

-by express written agreement between agent and principal -implied by the conduct of the principal -by express oral agreement between agent and principal

Written agency agreements are: (Choose 2 answers.)

-common. -not required.

What are the types of third party beneficiaries? Choose 2 answers.

-intended beneficiaries -incidental beneficiaries

What are the fiduciary duties of an agent to her principal? Choose 3 answers.

-obedience -loyalty -accounting

The Revised Uniform Limited Partnership Act (ULPA 2001) permits a person to join a limited partnership as a new limited partner by doing which of the following? Choose 2 answers.

-obtaining the written consent of all partners -completing the admission requirements set out in the partnership

The legal effects of dissociation of a member of a limited liability company (LLC) include: (Choose 2 answers.)

-the dissociated member loses the right to participate in management. -the dissociated member's duty of loyalty to the LLC terminates.

When may a delegation of contractual duties not be allowed? Choose 3 answers.

-when delegation is prohibited by statute -when the duties are personal in nature -when the contract prohibits delegation

Which of the following provisions are typically in an operating agreement for a limited liability company (LLC)? Choose 2 answers.

-whether the dissociation of a member, such as by death or departure, will trigger dissolution of the LLC -how membership interests may be transferred

In determining whether a third-party is an intended or incidental beneficiary, a court may consider: (Choose 2 answers)

-whether the party is able to control any details of the performance. -whether the party is directly named in any part of the contract

Which statement is true about the rights of assignees?

An assignee "stands in the shoes of" the assignor.

Arlene agrees to serve as an agent for Kalvin, selling timeshares for Kalvin's vacation rental properties. There is nothing in the agency agreement between Arlene and Kalvin that addresses how the agency can be terminated. If Arlene decides that she no longer wants to sell timeshares for Kalvin: Arlene

Arlene can terminate the agency agreement at any time.

What is the effect of a valid delegation of duties?

Both the delegatee and the delegator are responsible for the duty.

Which statement is true about delegations of duties?

Delegating duties does not relieve the party making the delegation of the obligation to perform.

Who can terminate an agency relationship?

Either the agent or the principal may terminate.

What rights does a third-party beneficiary to a contract hold in regard to that contract?

If the third party is an intended beneficiary of the contract, the third party has the right to sue either the promisor or the promisee.

Elvis agrees to provide guitar lessons to Angela's niece for three months for $600. Angela decides her niece really is not interested in guitar lessons, and assigns her rights under the contract to Jose, so Jose can use the lessons for his daughter. When Jose contacts Elvis to set up the first guitar lesson for his daughter:

Jose cannot enforce the contract against Elvis because the contract is for personal services.

In a limited liability company (LLC), liability for company obligations generally rests with the:

LLC only.

Jasper, Saul, and Kenyon plan to open a new business providing sky-diving lessons and selling sky-diving equipment. Each of them plans to contribute the same amount of money to get the business started, and each will work for the business. Jasper is concerned about the possibility of being liable for the acts of Saul and Kenyon. Jasper also wants to make sure he does not pay more taxes than required. After reviewing the types of business entities available, Jasper suggests to Saul and Kenyon that they organize their new business as a(n):

LLC.

Midwest Life Insurance sells a life insurance policy to Thiago. Under the terms of the contract between Thiago and Midwest Life, Thiago will pay $75 per month for the policy, and, upon Thiago's death, Midwest Life will pay $100,000 to Laurelei. Four years later, Thiago dies, and Midwest refuses to pay under the terms of the policy. The party entitled to sue Midwest for its failure to honor the terms of the contract is:

Laurelei, because she is a donee beneficiary.

Will a valid delegation relieve the delegator from the contract?

No, an obligee can sue either the delegatee or the delegator for non-performance.

Heather is an artist and has several watercolors she would like to sell. Heather orally asks Rylee to sell the paintings for her and directs Rylee that each painting should be sold for at least $100. Rylee schedules a showing in her art gallery to display Heather's paintings. On the day of the showing, a customer offers to buy one of the paintings for $100, and Rylee accepts. When Heather finds out the price the painting sold for, she tries to get the painting back from the customer. Heather claims that she and Rylee did not have a written agency agreement, and, therefore, an agency relationship did not exist between them. Is Heather correct?

No, most agency agreements do not have to be in writing to be effective.

Daphne contracts with Speedy Builders Inc. to construct a six-foot fence around her yard. Daphne's neighbor Rando is delighted because Daphne's fence will border the north side of his property. This means he can enclose the rest of his property for a much lower price. Before construction begins, however, Speedy Builders receives an offer for another, more lucrative project, and refuses to perform the contract with Daphne. Who can sue Speedy Builders for breach of contract?

Only Daphne can sue.

Which of the following are contract rights may be assigned?

Payment of $500

Randolph owns a twenty-acre farm. Randolph enters into a written contract with Makenna for Makenna to sell ten acres of the farmland. Makenna is successful in finding a buyer - so successful, in fact, that the buyer wants to purchase all twenty acres, not just ten. Makenna telephones Randolph and asks him about selling the other ten acres, and Randolph agrees. Randolph later backs out of the deal to sell the additional ten acres. When Makenna tries to charge Randolph a commission on the sale of all twenty acres:

Randolph is only responsible for paying a commission on the original ten acres that he contracted with Makenna to sell under the equal dignities rule.

Roland and Alfreeda enter into a written agency agreement in which Alfreeda will represent Roland as his agent to obtain acting jobs for Roland. No termination provisions are included in the written agreement. If Roland wishes to terminate his agreement with Alfreeda:

Roland must do so in writing because the agency agreement is in writing.

What is true of the liability for loss or injury caused by the wrongful acts or omissions of the members of limited liability companies (LLCs)?

The LLC as an entity can be held liable, but members themselves are not personally liable.

What is required to form an agency relationship?

The agent and principal must agree to enter the relationship.

In which ways is a principal in control of her agent?

The agent must act in the best interest of the principal.

What is the relationship between agent and principal as far as who has control?

The agent must act in the best interest of the principal.

Which of the following best describes an agent's duty to account for financial records?

The agent must keep and make available to the principal an account of all property and financial records for any dealings with the principal's business.

What is the effect of a valid assignment?

The assignor's rights are terminated (possibly)

Why might the contractual rights to lease an apartment not be assignable?

The landlord has prohibited subletting because the landlord wants to control who is allowed to live in the apartment.

Why must an agent notify the agent's principal of matters that would be of importance to the principal?

The principal may be held liable for information given to the agent as if the information had been given to the principal.

In what ways does a principal control the actions of his or her agent?

The principal must cooperate with the agent and not interfere with the agent's ability to work.

When a contract duty is legally delegated, must the obligee accept performance from the delegatee?

Yes and the delegatee is obligated to perform as the delegator would have.

Gretchen works for Twin Towers Printing Company. Gretchen has, on her own time, designed a set of flashcards intended to be used by business law students. Gretchen stays after work several nights at Twin Towers Printing, making copies of the cards, cutting and collating them, and shrink wrapping the cards. Gretchen's manager is unaware of Gretchen's activities. Has Gretchen violated any duty owed to her employer?

Yes, Gretchen has violated the duty of loyalty.

Frank purchases a $100,000 life insurance policy from Mutual of Omaha Insurance Co. The insured party is Frank's wife Cheryl. Frank lists Cheryl's daughter Katy as the beneficiary on the policy. Two years later, Cheryl dies, and Katy tries to collect on the insurance policy. Mutual of Omaha refuses to pay. Can Katy sue Mutual of Omaha to enforce the contract?

Yes, Katy can sue Mutual of Omaha because Katy is a donee beneficiary.

Evelyn owns a motorcycle shop, and Valdis is a salesperson in the shop. The employment agreement between Valdis and Evelyn states that Valdis will work as a salesperson for Evelyn for three years. After eighteen months, Valdis terminates his position with Evelyn because Valdis received a better offer from another motorcycle company. Does Evelyn have any cause of action against Valdis based on their agency relationship?

Yes, Valdis wrongfully terminated his agency relationship, so Evelyn can sue him for breach of contract.

Abigail sells her clothing store to Yvonne. As part of the deal, Yvonne promises to pay the outstanding debts of the store. Yvonne makes payments to all creditors except Creative Design. After no payments have been made for three months, Creative Design files suit to collect the debt. If Creative Design sues Yvonne:

Yvonne can be held liable for the debt.

Johnson takes out a life insurance policy on himself and names his wife, Bethany, as the person who will receive payment from the policy at Johnson's death. This makes Bethany:

a donee beneficiary.

What right can still be assigned even if the contract has an anti-assignment clause?

a right to damages for breach of the whole contract

A donee beneficiary is:

a third-party intended beneficiary of a contract who is not a creditor.

Jan hired James to landscape her yard and gave him a budget of what he could spend. This action gives James what kind of authority to enter into a contract for shrubs and trees?

actual implied

What is the term for a person who has been appointed by another person to act on her behalf and in her best interest?

agent

A partner's ability to transfer to another person their right to a share of profits, losses, or distributions of the partnership is called:

an assignment.

The transfer of contract rights to a third person is known as:

an assignment.

Third-party beneficiaries are those who:

are not party to a contract but benefit from it.

Which of the following is a requirement for the formation of a limited liability company (LLC)?

articles (or certificate) of organization

What is the term for the third party to a contract to whom rights have been transferred?

assignee

Rafael purchases his first home and acquires a mortgage from First Central Mortgage Company. The contract does not have a clause prohibiting assignments and delegations. Three months later, Rafael receives a letter stating that First Central has transferred its right to collect payment under the mortgage to Citicorp Finance. The transfer of the right to collect payment under the mortgage from First Central to Citicorp is a(n):

assignment and can be enforced.

Under the Revised Uniform Limited Partnership Act (ULPA 2001), a limited partner has no right to voluntarily dissociate from the limited partnership:

before the limited partnership is terminated.

Reginald hires Sophia to deliver pizzas for his restaurant. All goes well at first. But one night, Sophia decides to go to a concert instead of delivering pizzas. She delegates her delivery tasks to Rosemary, who accepts the delegation and agrees to deliver the pizzas. However, instead of delivering the pizzas, Rosemary takes the pizzas home to her family. At the end of the evening, Reginald has many unhappy customers, and wants to sue for breach of contract to recover the income he lost for the evening. Reginald should be able to sue:

both Sophia and Rosemary.

Sarah is an accomplished pianist. Sarah signs a contract with the Arkansas Symphony to perform in the upcoming Pops on the River concerts, which consist of six performances. In return, the Arkansas Symphony will pay Sarah $8,000. The contract does not have a clause prohibiting assignments and delegations. After two performances, Sarah receives an offer to play for the Philadelphia Symphony. Sarah asks Marianna to complete the Arkansas Symphony performances for her, and Marianna agrees. The agreement between Sarah and Marianna is called a(n):

delegation and cannot be enforced.

When a party to a contract transfers their duties under the contract, that party becomes known as the:

delegator.

Windsail Markets is a vacant shopping strip on the beach at Hilton Head. Theodore has a contract with First State Bank to loan Theodore the funds he needs to buy Windsail Markets. Theodore plans to rent the storefronts only to higher-end stores that should bring in lots of tourists. Alvin has a business renting beach cabanas to tourists on the beach adjacent to Windsail Markets. Alvin is very excited about Theodore's plans because this should bring larger numbers of tourists to his business as well. First State breaches the contract with Theodore and declines to finance Theodore's venture, and the opportunity is lost. Alvin, upset about his own lost business because of the breach, can:

do nothing.

What is the term for an agent's duty to provide financial records to the principal?

duty to account

Fran, Jasmine, and Newton decide to create a limited liability company for their accounting business. They follow all the statutory procedures and file their operating agreement with the appropriate state official. The operating agreement, however, does not address how the LLC will be managed. Because the operating agreement does not address how the LLC will be managed:

each member has equal rights in the management of the LLC.

Under the Revised Uniform Limited Partnership Act (ULPA 2001), a derivative action may be filed in court on behalf of a limited partnership by:

either a general partner or a limited partner.

Pro Flowers LLC has been in business for five years. When one of its members dies, the other members of the LLC agree to dissolve the LLC. They proceed to wind up the business, collecting and liquidating all the assets of the LLC. Once that is done, the proceeds will be distributed:

first to creditors, then members' capital contributions will be returned, and any remaining amounts are then distributed to members in equal shares or according to their operating agreement.

What is the duty that a principal owes to an agent to compensate the agent's loss, damage, or liability?

indemnification

Most limited liability company (LLC) statutes provide that unless the articles of organization specify otherwise, an LLC is assumed to be managed by:

its members.

A partnership in which the liability of all the partners is limited to the amount of their capital investment in the firm is called a:

limited liability limited partnership.

Under the Revised Uniform Limited Partnership Act (ULPA 2001), a limited liability limited partnership (LLLP) provides limited liability to:

limited partners and general partners.

If a promisor fails to perform their promise in a contract with an intended third-party beneficiary, the beneficiary:

may sue the promisor.

Bart, Sam, and Greg create Big Barns Sales LLC, a company that builds pre-constructed barns. They file the certificate of organization with the secretary of state and create an operating agreement for the LLC. The operating agreement, however, does not address the method by which the LLC will be managed. Because management of the LLC is not addressed in the operating agreement, it is assumed the LLC will be:

member-managed; all members will vote on decisions of the LLC, and the majority vote controls.

Santos is a salesman at Big and Tall Men's Shop. As an employee of Big and Tall, Santos is also an agent for Big and Tall. Being an agent for Big and Tall means that Santos:

must act on behalf of Big and Tall, instead of on his own behalf, in negotiating and transacting business with third parties.

When a contract has been assigned, what rights does the original contract holder (assignor) still have?

none

Cathy purchases a life insurance policy on herself from Mutual of Omaha. The life insurance policy states that upon Cathy's death, Yolanda will receive the proceeds of the policy. After Cathy dies, Yolanda requests the proceeds of the policy from Mutual of Omaha, but Mutual of Omaha refuses to pay. Yolanda files a lawsuit against Mutual of Omaha. The best defense Mutual of Omaha has against the lawsuit is:

nothing; Mutual of Omaha will have to pay Yolanda the proceeds of the life insurance policy.

Roya works for Capitol City Travel. Roya books cruises for several very wealthy clients. At Christmas, one of the clients, who is particularly pleased with Roya's services, gives Roya a diamond necklace as a thank you for a job well done. Roya is a bit overwhelmed by the gift - most clients give tins of cookies or bags of pecans for Christmas, just as a token gift. Roya should:

notify her employer about the diamond necklace because it actually belongs to the employer.

Which of the following documents spells out the rights and duties of the members of a limited liability company (LLC)?

operating agreement

The contract that binds the members of a limited liability company (LLC) is the:

operating agreement.

What is the term for a person who appoints another person to act on her behalf and in her best interest?

principal

What is the term for a person who appoints another person to act on the first person's behalf and in the first person's best interest?

principal

What is the term for a principal accepting responsibility for an agent's unauthorized act?

ratification

Downtown Boutique is a limited partnership with two general partners and two limited partners. Agnes has worked for the boutique for years, and the partnership decides to make Agnes a general partner and let her serve as general manager of the business. This change in the structure of the partnership will require:

that the certificate of limited partnership be amended.

Leah asks Mason to sell Leah's antique coin collection. Mason advertises the antique coin collection in a magazine for coin collectors. Clara sees the advertisement and makes an offer on the coins, which Mason accepts. Mason ships the coins to Clara, but makes an error in the address and the coins are shipped to the wrong person as a result. Mason incurs an extra expense to retrieve the coins and ship them to Clara. Mason can expect reimbursement from Leah for the cost of:

the advertisement and shipment of the coins to Clara only.

Lansing Manufacturing Inc. manufactures hardware such as nuts and bolts. Fargo Corporation manufactures nails. The CEOs of both companies discuss combining their companies into one. They decide that Lansing will assume all the assets and liabilities of Fargo, Fargo will cease to exist as a separate entity, and Lansing will carry on the business that Fargo formerly did. Before the merger can be completed:

the board of directors and shareholders must approve the merger.

David is the owner of Upshaw Shoe Store. April manages the store for David. On May 17, April accepts service of process regarding a lawsuit against David and Upshaw Shoe Store. April puts the paperwork in a safe place to share with David later. Unfortunately, April forgets about the paperwork and never tells David about it. Two months later, a default judgment is entered against David and Upshaw Shore Store because David did not respond to the lawsuit. If David seeks to have the default judgment voided based on lack of notice:

the default judgment will not be voided because notice to an agent is assumed to be notice to the principal.

What duty requires an agent to tell the agent's principal about matters concerning the agency?

the duty of notification

Adams and Davis are forming a limited partnership to conduct guided fishing tours on the Buffalo River. They decide to name the limited partnership Davis and Adams Guided Buffalo Tours. The limited partnership will be governed by the Revised Uniform Limited Partnership Act (RULPA). Davis will be the general partner and manage the business, and Adams will be a limited partner with an investment of $10,000. Adams and Davis file a certificate of limited partnership with the Secretary of State listing the name of the limited partnership as Davis and Adams Guided Buffalo Tours and begin their business. After six months of operation, Davis has an accident while conducting a tour, and a customer successfully sues the limited partnership for $50,000 because of her injuries. The amount of the judgment that Adams will be responsible for is:

the entire amount.

What is the rule that requires an agent's authority to be in writing to create a contract that is required to be in writing?

the equal dignities rule

In the majority of states, who has the priority claim on rights that have been assigned to more than one party?

the first assignee in point of time

In a limited partnership, which of the following, generally, controls the operations of the partnership?

the general partner(s)

What is a donee beneficiary?

the party in a contract made by two other parties for the purpose of giving a gift or payment to the beneficiary

What is a creditor beneficiary?

the third party who receives the benefit in a contract where one party promises to pay a debt of the other party

Lola, Jacy, and Tate plan to create a company to manufacture bicycles. After reviewing the pros and cons of the various forms of business enterprises, they decide to create a limited liability company. To create a limited liability company:

they must file a certificate of organization with the secretary of state and should create an operating agreement, although an operating agreement is not required.

What is the purpose of the third party giving notice of an assignment to the obligor?

to ensure the obligor will perform duties to the right person

An operating agreement for a limited liability company:

typically includes provisions about choosing the LLC's management.

What is the term used to describe third party rights that have taken effect?

vested

Anita is a member of Three Roses Nursery LLC, and is also one of the managers of the LLC. This means that Anita and her fellow member-managers vote on decisions that need to be made for the company, and the majority vote controls on those decisions. One day, the member-managers discuss a possible new contract with a potential supplier, Heartland Seedlings Co. Anita is a part-owner in Heartland Seedlings, and she would benefit greatly if Three Roses enters into the contract. The contract would cost Three Roses more money than their existing contract, but Anita pushes the other member-managers to agree to the contract anyway. By pushing the other member-managers to agree to the more expensive contract, Anita has:

violated the duty of loyalty.

Failure to comply with the equal dignities rule can make a contract:

voidable at the option of the principal.

When partners cease operations as a limited partnership, this is called:

voluntary dissolution.

What type of authority does a power of attorney confer?

written express authority