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Season 2: Cracking Partnership Law. Episode 4. Partners come and go, and partnerships end. This season finale asks what happens when control of a partnership changes. We start with what a partner can and cannot hand off: transferring your financial interest is one thing, but bringing in a new partner with a say in management takes everyone's consent. Then we turn to how a partnership ends. In Page v. Page, two brothers ran a money-losing linen supply business, and when one of them moved to dissolve it, the other argued they had agreed to stay together until the debts were repaid. The California Supreme Court held that the partnership was at will. In Owen v. Cohen, a bowling alley venture fell apart within months, and the court explained when conflict between partners is serious enough to justify a court-ordered dissolution. We cover dissociation under the Revised Uniform Partnership Act: when leaving is wrongful, how the departing partner is bought out, and how long a departed partner can remain on the hook. Finally, Bohatch v. Butler & Binion asks whether a law firm could expel a partner who reported suspected overbilling, and what fiduciary duty does and does not require of partners who no longer want to work together. This episode was produced with AI-generated voices from written material prepared by Professor Lee Harris, University of Mississippi School of Law.

Season 2: Cracking Partnership Law. Episode 3. Partners are fiduciaries of one another, and this episode covers what they owe each other. We start with the duty of loyalty and Meinhard v. Salmon. Salmon, who managed the partners' long-term lease of a building at Fifth Avenue and 42nd Street, took up a new deal on the site from the landlord without telling his partner, and Judge Cardozo held him to a standard stricter than the morals of the marketplace. Next, Meehan v. Shaughnessy follows two partners who quietly planned to leave their law firm and take clients with them. The court separates fair preparation, like finding office space, from breaches of loyalty: lying about their plans and reaching clients before the firm could respond. Then we turn to the duty of care, a low bar that reaches only gross negligence, reckless conduct, intentional misconduct, or a knowing violation of the law. In Bane v. Ferguson, a retired partner sued his former partners after the firm dissolved and his pension ended, and Judge Posner explained why he lost. We finish with the obligation of good faith and fair dealing, and how far partners can contract around these duties. This episode was produced with AI-generated voices from written material prepared by Professor Lee Harris, University of Mississippi School of Law.

Season 2: Cracking Partnership Law. Episode 2. Last episode asked whether a partnership exists and who gets the money. This one asks who gets to run it, and when one partner can bind the partnership, and the other partners, to a contract. We start with each partner's equal right to manage and the line between ordinary decisions, which a majority can make, and extraordinary ones, like admitting a new partner, which take everyone's consent. Then we bring back actual and apparent authority from Season 1: every partner is an agent of the partnership, so every partner can bind it in the ordinary course of business. In National Biscuit Company v. Stroud, one partner warned the bread supplier that he would not be responsible for any more bread, and his partner ordered more anyway. In Summers v. Dooley, a partner in a two-man trash collection business hired a third man over his partner's objection and then sued his partner to share the cost. We look at why the partner who wanted the change lost in both cases, how partners can limit one another's authority, and how far a partner's personal exposure for partnership debts reaches. This episode was produced with AI-generated voices from written material prepared by Professor Lee Harris, University of Mississippi School of Law.

Season 2: Cracking Partnership Law. Episode 1. Two people start a business together, split the profits, and never sign a thing. Are they partners? Very possibly, whether they meant to be or not. This episode opens the season on general partnerships with how a partnership is formed and what being a partner costs you. We start with why the general partnership remains so common: no filing, a say in management for every partner, and pass-through taxation, balanced against personal liability for the firm's debts. Then we turn to the objective test for formation. Courts look for intent to run a business together, not intent to be "partners." In Fenwick v. Unemployment Compensation Commission, a beauty shop owner and his receptionist signed an agreement calling themselves partners, and the court said they weren't. We cover the factors courts weigh: control, a claim on partnership property, the sharing of profits and losses, and how the parties present themselves to others. The second half follows the money. We walk through the default rules for splitting profits and losses, then take up Kovacik v. Reed, where one partner put up the cash, the other put in the work, and the venture lost money. We ask who should absorb the loss, and whether the modern rule sets a trap for partners who never saw it coming. This episode was produced with AI-generated voices from written material prepared by Professor Lee Harris, University of Mississippi School of Law.

Cracking Agency Law — Season 1, Episode 6 (Season Finale) We close out Season 1 with three questions. Who is actually a party to the contract when the principal stays in the shadows? What happens when an agent brings in agents of her own? And how does an agency relationship end? We start with disclosed, unidentified, and undisclosed principals, and why a principal might choose to stay hidden. Hirsch v. Silberstein shows why a principal has no general duty to reveal herself. We cover the narrow exception in Restatement (Third) of Agency § 6.11(4) and the history of segregated housing behind the case. Then we sort out who is a party to the contract and who can be sued in each scenario, including when an agent agrees to be bound personally. Next come co-agents and sub-agents, and why the principal answers for a sub-agent's acts. Finally, we turn to how an agency ends: death, loss of capacity, expiration, accomplishment of purpose, frustration, and revocation or renunciation. We explain why lingering apparent authority can outlast actual authority. Hunt v. Rousmanier's Administrators introduces the power coupled with an interest and its modern successor, the "power given as security." We finish with a recap of the whole season: forming the relationship, contract liability, tort liability, duties, and now disclosure and termination. This episode was produced with AI-generated voices from written material prepared by Professor Lee Harris, University of Mississippi School of Law.

Cracking Agency Law, Episode 5: Duties: What Agents and Principals Owe Each Other The first four episodes covered what a principal owes outsiders — the people who contracted with her agent, and the people the agent hurt. This episode turns inward: what do agents and principals owe each other? We dig into the agent's duty of loyalty — why secret profits and undisclosed outside compensation are off the table, and why that duty runs until the relationship formally ends. We unpack Reading v. Regem, a case that shows a principal can recover an agent's ill-gotten profits even without suffering any loss of her own. Then we look at the limits: when moonlighting is fine, and what courts ask before calling it disloyalty. We close with the agent's duties of candor, care, and obedience, and the principal's duties running the other way — compensation, indemnification, good faith, and fair warning of risk. This episode was produced using AI-generated voices from written material prepared by the author.

The last two episodes asked when a principal is bound by what her agent signs. This one asks when she answers for what her agent breaks. We start with the scope of employment and a drunken seaman who opened the wrong valves in Ira S. Bushey & Sons v. United States, then work through the other tests courts use: whether the agent was following instructions, whether he meant to serve his employer, and what happens when the conduct is intentional or criminal. From there, the independent contractor line — why Sun Oil walked away from a fire at one of its stations in Hoover v. Sun Oil while Humble Oil answered for a runaway car in Humble Oil & Refining Co. v. Martin, and the control factors that separate the two. Finally, the limits of that escape hatch: non-delegable duties and dangerous work in Majestic Realty Associates v. Toti Contracting, and the motel owners who hired a plumber to do electrical work in Page v. Sloan. For law students in Business Organizations and anyone reviewing agency for the bar. This episode was produced with AI-generated voices from written material prepared by Professor Lee Harris.

Cracking Agency Law — Season 1, Episode 1 When does doing someone a favor make you their agent, and why does it matter? Before any of agency law's consequences can follow, a relationship has to exist. This episode asks when one does. We start with what agency is and why people and firms delegate. Agency doesn't require a job, a business setting, payment, or a writing, and Gorton v. Doty shows it: a teacher lent her car to a football coach and ended up his principal. Next come the economics: agency costs, an agent whose interests diverge from the principal's, and the tools principals use to close that gap, including incentive pay, monitoring, and screening. We then take the Restatement (Third) of Agency definition apart element by element. Assent can be shown by words or conduct, and courts judge it objectively. Green v. H&R Block shows that the consent that matters is consent to the relationship, not to its legal consequences, which is how a tax preparer could face fiduciary duties it never meant to take on. Finally, A. Gay Jenson Farms v. Cargill shows how a lender that directs too much of a borrower's business can become a principal, and why the court looked at Cargill's conduct as a whole. For law students in Business Organizations and anyone reviewing agency for the bar. This episode was produced with AI-generated voices from written material prepared by Professor Lee Harris, University of Mississippi School of Law.

Season 1: Cracking Agency Law. Once an agency relationship exists, what does the principal legally know, and which contracts is it bound by? This episode covers imputed knowledge and its exceptions, express and implied actual authority, and apparent authority. Cases: Mill Street Church of Christ v. Hogan and Three-Seventy Leasing v. Ampex. AI disclosure: This episode uses AI-generated hosts, produced with Google NotebookLM from Professor Lee Harris's written materials. For educational purposes only; not legal advice.

Season 1: Cracking Agency Law. When actual and apparent authority fall short, agency law has backups. This episode covers inherent authority, agency by estoppel, and ratification. Cases: Watteau v. Fenwick, Hoddeson v. Koos Bros., and Botticello v. Stefanovicz. AI disclosure: This episode uses AI-generated hosts, produced with Google NotebookLM from Professor Lee Harris's written materials. For educational purposes only; not legal advice.