361. May the agent ever follow another course than that laid down by the principal?

362. What degree of prudence must the agent show? 363. How must the agent show his good faith?

364. To what extent is he obliged to render an accounting?

365. Must the agent act in person, or may he appoint sub-agents?

366–367. What is a del credere agency? Need the contract be in writing?

368. Is a gratuitous promise enforcible against the agent?

369. What is the position of the factor? What lien has he?

370. Explain the special duties and rights of the auctioneer?

371. What are the powers and rights of an attorneyat-law?

372. How may an agency be terminated? Can it be ended by an operation of law?

CHAPTER XXIII

MASTER AND SERVANT

373. Explain the relationship of master and servant, and distinguish from agency?

374. What are the liabilities of the independent contractor and of the fellow servant? Define exactly: Fellow servant, vice-principal.

375. Who is liable for negligence by servants? For willful torts?

376. What duties must the master perform himself and not trust to employés? State six.

377. Give a brief summary of the liability of master and servant.

CHAPTER XXIV

PARTNERSHIP IN GENERAL

378. Define partnership. What is the basis of true partnership? What is the relation created?

379. State five essential elements of partnership. 380-384. Can a true partnership be created by operation of law? What is the effect of incorporation? Can a partnership exist to carry on an illegal business? What is the one purpose of a partnership? What is its distinguishing element?

385. Distinguish carefully between a partnership and a corporation. Is either a legal entity?

386. Explain joint-stock companies, limited partnerships, and show that there is neither partnership nor corporation.

387. Give a classification of possible partnerships and state the leading features of each.

388. How may partners be classified? What is included in a certificate of limited partnership? What kinds of partners may there be in an ordinary partnership?

389. Distinguish between the business and legal ideas of a partnership.

390. How may a partnership be determined? What was the early rule?

391. Of what does partnership property consist? Does the intention of the partners matter?

392-393. Who holds title to firm personalty? What

was the common law rule, and why? What is the English and the American rule concerning realty?

394. What are the rights of a bona fide purchaser of what is really firm property?

395. Discuss the partners' interests in the firm property.

396. What rights have surviving partners? How may legal title to firm realty be transferred after the death of one of the partners?

397. Is a firm name necessary? May it be fictitious? Has a surviving partner the right to use it?

398. When is good-will a partnership asset?

399. Of what does the firm capital consist? How may the amount be changed?

400. How should actions in contract be brought by and against the firm? Should nominal and dormant partners be included? What are the rules concerning actions in tort?

401. How is a partnership dissolved?

402. When may one partner dissolve the firm? May it be done by mutual consent?

403. How may a partnership be dissolved by operation of law?

CHAPTER XXV

RIGHT POWERS AND OBLIGATIONS OF PARTNERS

404. What are the duties and rights of partners in the management of the firm?

405. What degree of good faith must be shown by the partner?

406-407. How far is the partnership liable for loss from lack of discretion or judgment of a partner? Is he obliged to conform to the partnership articles?

408. What duties and rights has the partner over the firm accounts?

409-411. Has a partner a right to indemnification for payments made for the firm? To contribution even where the transaction may be illegal? What right has he to compensation for services rendered? May he claim interest on balance with the firm?

412. Is a partner entitled to private benefit from a firm transaction?

413. May the majority control the other partners? 414. Has a partner any lien on the property? If so, to what extent?

415-416. Distinguish between the implied powers of partners in a trading and in a non-trading concern. What incidental implied powers has a partner in a trading concern? What has he no power to do?

417-418. Discuss in detail the liability of the partner. Is it joint or several? When may it arise by estoppel?

CHAPTER XXVI

CORPORATION

423. Define a corporation. Whence did they in early times receive their powers? What is meant by the phrase, “general corporation act"? State three important differences between a corporation and a partnership.

424. Define the following: Incorporation, shareholders, stockholders, director; stock and non-stock corporations; corporations sole and aggregate; public, quasi-public and private corporations; domestic and foreign corporations.

425. Distinguish between corporation de jure and de

facto. What three elements are necessary to make a defective legal corporation a de facto corporation?

426. What is a corporate charter? In the state of New York what are the nine important clauses of a corporation charter?

427. How may a certificate of incorporation be amended? Describe the steps to be taken by incorporators in organizing a corporation. How about banks and insurance companies?

428. What are the by-laws of a corporation, and by whom are they made?

429. Distinguish between regular and special meetings of stockholders and directors. What is necessary to make a meeting valid?

430. Describe the method of voting at corporate meetings. What is the cumulative method?

431. What is a proxy? Is it revocable? What is a voting trust?

432. If a man buys stock in a corporation has he at once the right to vote? What are the rights of a surviving partner with respect to voting? What becomes of the voting power of stock that is owned by a corporation?

433. Who transacts the business of a corporation? When may a contract be rescinded?

434. Describe the powers of a corporation. What are some of its inherent powers? Can it indorse negotiable paper for all purposes? Can it enter a partnership? Can it acquire stock in other corporations?

435. What are ultra vires acts? What rules prevail when an ultra vires contract has been partially performed?

436. Distinguish between a corporation's capital and its capital stock.