Agency and Partnership on the Multistate Essay Exam: Highly Tested Topics and Tips
Agency and Partnership are regularly tested on the MEE. The bar examiners often test the same issues, so it is worth knowing what these highly tested Agency and Partnership issues are.
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 and other times only Partnership is tested. Sometimes you will see a mixture of both Agency and Partnership principles tested on the MEE.
Agency is sometimes tested with other subjects, such as Torts.
The basic principles of Agency and Partnership tend to be tested on the MEE. 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 MEE.
2. Be aware of the highly tested Agency and Partnership issues
The bar 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 highly tested Agency MEE issues include:
- Actual authority: This is one of the bar examiners’ favorite issues to test. Be prepared to write on an actual authority question, “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 that the agent has authority.
- Apparent authority: This is another very highly tested issue. Apparent authority exists when the person dealing with the agent does so with a reasonable belief in the agent’s authority, and that belief is generated by some act or neglect on the part of the principal.“
- Principles of vicarious and direct liability also are frequently tested. 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 their employment, made a minor deviation from their employment, or committed an intentional tort (1) for the principal’s benefit, (2) because the principal authorized it, or (3) that 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 been tested recently 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 on the contract 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 highly tested Partnership MEE issues include:
- Formation: 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, as a general partnership is the default entity 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. There are three ways to end a partnership: (1) death of any partner, (2) end of a definite term or completion of an undertaking, and (3) a partner’s dissociation (withdrawal). Dissociation is the most highly tested method of ending a partnership on the MEE. When a partner dissociates, dissolution of the partnership occurs unless the remaining partners agree to rescind the dissolution. Dissolution is not the end of the partnership but triggers the winding up of the partnership. Winding up is the procedure by which the partnership assets are liquidated and the partnership creditors are paid. The partnership then terminates.
- Limited Liability Partnerships (LLPs) and Limited Partnerships (LPs) are sometimes tested. Oftentimes on the MEE, a partner will commit a tort before an LLP statement of qualification is filed and then file an LLP statement of qualification. The partner is still liable for any actions that took place before the conversion to an LLP.
3. Key Agency and Partnership vocabulary
Students may know the general principles of Agency and Partnership but sometimes 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 MEE answers.
Agency and Partnership “buzzwords”
- Be sure to use the terms actual authority, apparent authority, and ratification. Ratification occurs when the principal affirms or accepts the agent’s acts even though the agent did not have authority to act on the principal’s behalf.
- Be able to label the principal (the one who the agent is acting on behalf of) and the agent (the person under the principal’s control).
- 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). Be able to distinguish this from direct liability (e.g., negligent hiring).
- Be able to define partnership: the association of two or more persons to carry on as co-owners in a business for profit, whether or not the persons intended to form a partnership.
- Know the differences between how the general partnership and limited liability partnership forms. A general partnership is the default partnership, and partners are joint and severally liable. A limited liability partnership is created by filing a statement of qualification, and partners are not personally liable for the partnership’s obligations.
- Know the differences between dissociation (a partner’s withdrawal from the partnership), dissolution (the partnership’s activities usually cease), winding up (partnership assets are liquidated and the creditors are paid), and termination (the end of the partnership).
Being familiar with key vocabulary will help you gain credibility with the grader, and it will help you maximize your MEE score!
The best way to excel at Agency and Partnership on the MEE 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 provide you with some links to free Agency and Partnership MEE 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 most recent administration, check out our MEE books here. You can also see some exams on the NCBE website for free here.)
- February 2016 Agency and Partnership MEE: this MEE covers limited liability partnerships and fiduciary duties of partners.
- February 2015 Agency MEE (combined with Torts): This MEE covers vicarious liability. As noted above, Agency is often tested with another subject.
- February 2014 Partnerships MEE: this MEE covers general partnerships and limited liability partnerships.
- February 2013 Agency MEE: this MEE covers an agent’s liability on a contract.
- February 2014 Partnerships MEE: this MEE covers general partnership concepts.
- February 2009 Agency MEE: this MEE covers actual and apparent authority.
Go to the next topic, Corporations and LLCs.
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