Agency and Partnership on the MEE: The Rules That Keep Showing Up

Business Associations appears on the MEE but not the MBE, which means you won't get daily multiple-choice practice to keep it fresh. It's also been one of the most frequently tested MEE subjects. Here are the agency and partnership rules that come up again and again.

Agency: when is the principal bound by a contract?

Actual authority. An agent has actual authority when, based on the principal's manifestations to the agent, the agent reasonably believes the principal wants the agent to act. It can be express or implied. Implied authority covers acts reasonably necessary to accomplish an express task.

Apparent authority. An agent has apparent authority when a third party reasonably believes the agent is authorized to act for the principal, and that belief is traceable to the principal's manifestations. The key: the manifestation comes from the principal, not the agent.

Ratification. A principal can become bound by an unauthorized act by ratifying it, expressly or through conduct such as accepting the benefits with knowledge of the material facts.

Undisclosed and partially disclosed principals. When the principal is undisclosed or partially disclosed, the agent is generally a party to the contract and can be liable on it along with the principal.

Agency: when is the principal liable for torts?

Respondeat superior. An employer is vicariously liable for torts an employee commits within the scope of employment. Conduct is within the scope if it's the kind of work the employee was hired to do, or is closely connected to it. A minor deviation (a detour) stays within the scope; a substantial departure for personal purposes (a frolic) generally doesn't.

Intentional torts are usually outside the scope unless the conduct was intended at least in part to serve the employer, force is natural to the job, or the job created the friction.

Independent contractors. A principal generally isn't vicariously liable for an independent contractor's torts. Exceptions include inherently dangerous activities and nondelegable duties. The key test for employee versus contractor is the principal's right to control the manner and means of the work.

Partnership: formation

A general partnership is formed by the association of two or more persons to carry on as co-owners a business for profit. No written agreement or intent to form a partnership is required. Sharing profits creates a presumption of partnership, unless the profits were received as payment of a debt, wages, rent, or similar.

Partnership: authority and liability

Partners as agents. Each partner is an agent of the partnership. A partner's act for apparently carrying on in the ordinary course of the partnership's business binds the partnership unless the partner lacked authority and the third party knew or had notice of that.

Personal liability. Under RUPA, partners are jointly and severally liable for partnership obligations. A judgment creditor generally must exhaust partnership assets before reaching a partner's personal assets. An incoming partner isn't personally liable for obligations incurred before joining.

Dissociation and dissolution are also tested. Know when a partner's dissociation is wrongful and what happens to the business.

How to use these on an essay

Most agency questions ask whether the principal is bound or liable. Run through actual authority, then apparent authority, then ratification. If none applies, the principal isn't bound, and the agent may be liable for breach of the implied warranty of authority.

Where Lexora Prep fits

Since you can't rely on MBE practice for Business Associations, deliberate rule review matters more. Lexora Prep is a Black Letter Law rule-training platform with concise rules across 8 bar-tested subjects, including Business Associations. You practice rules like apparent authority and partner liability from memory in five modes, with missed elements tracked and brought back. Essay Practice gives you original fact patterns to write in the platform, with feedback on issue spotting, rule accuracy, and application.

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About Lexora Prep

Lexora Prep is a Black Letter Law rule-training and essay practice platform for bar exam candidates. It gives you 700+ concise rules across 8 bar-tested subjects and trains recall through five modes: Typing, Fill Blank, Rule Elements, Ordering, and Flashcards. Lexora tracks the elements you miss, brings weak rules back for review, and organizes study around your weak areas, review history, and exam date. Essay Practice adds 120+ original essays you write in the platform, with detailed feedback on issue spotting, rule accuracy, application, conclusions, and organization.

Use it alongside your main bar course to make sure the rules you need come out complete and precise on exam day.

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Lexora Prep is a supplemental study tool, not a full bar review course, and it does not guarantee exam results. Lexora Prep is not affiliated with NCBE or any state board of bar examiners. Confirm exam formats, dates, and rules with NCBE and your jurisdiction.