Misplaced Pages

#802197

71-802: Arctic Gateway Group LP is a limited partnership that owns and operates the Port of Churchill and the Hudson Bay Railway , which connects The Pas to Churchill, Manitoba . It was originally formed as a public-private partnership ; with a fifty percent share held by Missinippi Rail, a consortium of northern Manitoba First Nations and local governments, and the private share split between Toronto -based Fairfax Financial Holdings and Regina -based grains company AGT Food and Ingredients . Fairfax and AGT transferred their shares of Arctic Gateway to OneNorth (formerly Missinippi Rail) in March 2021, meaning that Arctic Gateway

142-510: A "Private Fund Limited Partnership" (PFLP), which is available for collective investment schemes constituted by an agreement in writing. The order relaxed the rules applying to private fund partnerships in order to remove some uncertainty in the application of the law, reduce administrative costs, and help ensure "that the UK remains an attractive and competitive location for private investment funds in comparison to other jurisdictions". The relaxation of

213-403: A distinction is drawn between knowledge of the firm's general business activities and the confidential affairs as they affect one client. Thus, there is no imputation if the partner is acting against the interests of the firm as a fraud. There is more likely to be liability in tort if the partnership benefited by receiving fee income for the work negligently performed, even if only as an aspect of

284-507: A fixed period. Notice in this connection that want of skill, continuous disobedience of lawful orders, and rude or insulting behavior has been held to be sufficient cause for dismissal of an agent. Further, reasonable notice has to be given by one party to the other; otherwise, damage resulting from want of such notice, will have to be paid (s. 206). Under s. 207, the revocation or renunciation of an agency may be made expressly or implicitly by conduct. The termination does not take effect as regards

355-456: A form of corporate organization roughly equivalent to a master limited partnership . A Kommanditgesellschaft auf Aktien has two types of participators. It has at least one partner with unlimited liability (Komplementär). It is in that sense a private company. Komplementärs are natural persons or legal persons . If the Komplementär is a corporation with limited liability then the type of

426-472: A general partner which is not apparently for carrying on in the ordinary course the limited partnership's activities or activities of the kind carried on by the limited partnership binds the limited partnership only if the act was actually authorized by all the other partners." Like shareholders in a corporation , limited partners have limited liability . This means that the limited partners have no management authority, and (unless they obligate themselves by

497-580: A just bargain or equilibrium between the giving and receiving of commercial agents and principals". In Ireland, Directive 86/653/EEC was implemented in the Commercial Agents Regulations of 1994 and 1997. In India, for the purposes of contractual law, section 182 of the Contract Act 1872 defines agent as “a person employed to do any act for another or to represent another in dealings with third persons”. According to section 184 as between

568-401: A person, called the agent , who is authorized to act on behalf of another (called the principal ) to create legal relations with a third party. It may be referred to as the equal relationship between a principal and an agent whereby the principal, expressly or implicitly, authorizes the agent to work under their control and on their behalf. The agent is, thus, required to negotiate on behalf of

639-508: A position held to deter fraud and other harms that may befall individuals dealing with agents, there is a concept of Inherent Agency power, which is power derived solely by virtue of the agency relation. For example, partners have apparent authority to bind the other partners in the firm, their liability being joint and several (see below), and in a corporation , all executives and senior employees with decision-making authority by virtue of their declared position have apparent authority to bind

710-413: A position. If a principal creates the impression that an agent is authorized but there is no actual authority, third parties are protected so long as they have acted reasonably. This is sometimes termed "agency by estoppel " or the "doctrine of holding out", where the principal will be estopped from denying the grant of authority if third parties have changed their positions to their detriment in reliance on

781-445: A separate contract such as a guarantee) are not liable for the debts of the partnership. The limited partnership provides the limited partners a return on their investment (similar to a dividend ), the nature and extent of which is usually defined in the partnership agreement. General Partners thus bear more economic risk than do limited partners, and in cases of financial loss, the GPs will be

SECTION 10

#1732847555803

852-443: A third party for breach of the implied warranty of authority. Express actual authority means an agent has been expressly told they may act on behalf of a principal. Implied actual authority, also called "usual authority", is authority an agent has by virtue of being reasonably necessary to carry out his express authority. As such, it can be inferred by virtue of a position held by an agent. For example, partners have authority to bind

923-426: Is an implied ratification to those transactions and an implied grant of authority for future transactions of a similar nature. If the agent has actual or apparent authority, the agent will not be liable for acts performed within the scope of such authority, as long as the relationship of the agency and the identity of the principal have been disclosed. When the agency is undisclosed or partially disclosed, however, both

994-456: Is completely owned by the local governments and Indigenous partners. On November 19, 2018, Murad Al-Katib, CEO of AGT Food and Ingredients announced that freight service along the HBR had begun and that passenger service was expected to begin by the end of November. The first Via Rail passenger train service along the repaired HBR line arrived on December 4, 2018. While grain had traditionally been

1065-883: Is contingent upon them not taking an active role in the management of the partnership. LPFs were introduced in 2020 and are intended to provide a domestic Hong Kong vehicle for private equity funds. Japanese law has historically provided for two business forms similar to limited partnerships: In 1999, the Diet of Japan passed legislation enabling the formation of "limited partnerships for investment" ( 投資事業有限責任組合 , tōshi jigyō yūgen sekinin kumiai ) . These are very similar to Anglo-American limited partnerships, in that they adopt most provisions of general partnership law but provide for limited liability for certain partners. Profits of an investment limited partnership pass through to all partners proportional to their investment share. For tax purposes, profits and losses will only pass through to

1136-411: Is customary for traders to purchase in their own names. Also incidental authority, where an agent is supposed to have any authority to complete other tasks which are necessary and incidental to completing the express actual authority. This must be no more than necessary Apparent authority (also called "ostensible authority") exists where the principal's words or conduct would lead a reasonable person in

1207-442: Is customary that the documentation and electronic materials issued to the public by the firm will carry a clear statement identifying the legal nature of the firm and listing the partners separately as general and limited. Hence, unlike the GPs, the limited partners do not have inherent agency authority to bind the firm unless they are subsequently held out as agents (and so create an agency by estoppel ); or acts of ratification by

1278-644: Is in breach of the Obligation must be appraised holistically, considering all aspects of the relationship; material facts will include the contractual and commercial leverage of each party, their objective intentions as enshrined in the contract, and the business practices of the sector in question. Nevertheless, the starting axiom of this investigation must be that these are commercial relationships in which professionals are expected to be self-reliant and must be free to pursue their self-interest. Critically, this will not be an estimation aimed at achieving ontological fairness,

1349-517: Is inherent in the status of a partner and does not arise out of a contract of agency with a principal. The Partnership Act 1890 of the United Kingdom (which includes both England and Scotland) provides that a partner who acts within the scope of his actual authority (express or implied) will bind the partnership when he does anything in the ordinary course of carrying on partnership business. Even if that implied authority has been revoked or limited,

1420-426: Is no statutory definition of this obligation to act “dutifully and in good faith”, it has been suggested that it requires principals and agents to act "with honesty, openness and regard for the interests of the other party to the transaction". Two "normative precepts" assist in concretising this standard of conduct: "Firstly, expressing honesty and openness, commercial agents and principals must mutually co-operate in

1491-550: Is subsequently found that the alleged agent was acting without necessary authority, the agent will generally be held liable. There are three broad classes of agent: An agent who acts within the scope of authority conferred by their principal binds the principal in the obligations they create against third parties. There are essentially three kinds of authority recognized in the law: actual authority (whether express or implied), apparent authority, and ratified authority (explained here ). Actual authority can be of two kinds. Either

SECTION 20

#1732847555803

1562-545: Is the stock of the company (Grundkapital) and divided into shares. A KGaA is in that aspect comparable with a German Aktiengesellschaft . The investment of all partners is the corporate's total capital (Gesamtkapital). The KGaA is a traditional type of very large family businesses (that are partly publicly traded) in Germany; the consumer products giant Henkel , pharmaceutical company Merck and media conglomerate Bertelsmann are prominent examples. In case of Merck, besides

1633-563: The principal or client ) to create a legal relationship with a third party. A legal entity may also act as an agent: For example, two corporate groups may assign the task of intermediating an M&A transaction to a business agency, that acts as a 3rd party, in order to finalize the deal. This happens for example when you move over an entity to an intermediary holding company, before settling it into its final destination entity. Real estate transactions refer to real estate brokerage , and mortgage brokerage . In real estate brokerage,

1704-567: The Department for Business and Trade ) consulted in 2008 on proposals to modify and merge the two Acts, but the proposals did not go ahead. Scots law on partnerships (including limited partnerships) is distinct from English law . Under Scots law, partnerships are legal persons distinct from the partners. However, lawsuits may still be filed against the partners by name, the general partners are still exposed to 'pass-through' liability, and partners are still jointly and severally liable (although in

1775-614: The Limited Partnership Ordinance and limited partnership funds, known as "LPFs", governed by the Securities and Futures Ordinance . Neither limited partnerships nor LPFs are separate and distinct legal persons. Instead, they are simply partnerships of persons, some of whom enjoy limited liability as a result of compliance with statutory requirements. Like many other jurisdictions, the partners who enjoy such limited liability are known as limited partners and their limited liability

1846-576: The Napoleonic Code (1807) reinforced the limited partnership concept under European law. In the United States , limited partnerships became widely available in the early 19th century, although a number of legal restrictions at the time made them unpopular for business ventures. Britain enacted its first limited partnership statute in 1907. A kommanditselskab (abbreviated K/S) is the Danish equivalent of

1917-494: The Uniform Limited Partnership Act (to the extent the amendments are adopted by state legislature) also permitted limited partnerships to become limited liability limited partnerships in states that adopt the change. Under this form, debts of a limited liability limited partnership are solely the responsibility of the partnership, thereby removing general-partner liability for partnership obligations. This change

1988-682: The New Zealand Companies Office . Registration, maintenance and annual return filing for Limited Partnerships and Overseas Limited Partnerships are conducted through manual forms. In the United Kingdom , limited partnerships are governed by the Limited Partnerships Act 1907 and, on matters on which that Act is silent, also by the Partnership Act 1890 . The UK Department for Business, Enterprise and Regulatory Reform (now

2059-452: The UK), the limited liability of the limited partners is contingent on their not participating in management. Partnership interests (including the interests of limited partners) are afforded a significant level of protection through the charging order mechanism. The charging order limits the creditor of a debtor-partner or a debtor-member to the debtor's share of distributions, without conferring on

2130-567: The UK, this was implemented into national law in the Commercial Agents Regulations 1993. Thus, agent and principals in a commercial agency relationship are subject both to the Common law and the Commercial Agents Regulations. The Commercial Agents Regulations require agents to act “dutifully and in good faith” in performing their activities (Reg. 3); co-extensively, principals are required principals to act “dutifully and in good faith” in their “relations” with their commercial agents (Reg 4). Though there

2201-407: The actual commercial agency relationship. Accordingly, the intensity of the required co-operation will vary, depending on the terms of the contract and the pertinent commercial practices. Secondly, commercial agents and principals must not exploit asymmetries in their agency relationship in such a manner that frustrates the legitimate expectations of the other party. In this respect, whether a conduct

Arctic Gateway Group - Misplaced Pages Continue

2272-444: The agent and the principal are liable. Where the principal is not bound because the agent has no actual or apparent authority, the purported agent is liable to the third party for breach of the implied warranty of authority. If the agent has acted without actual authority, but the principal is nevertheless bound because the agent had apparent authority, the agent is liable to indemnify the principal for any resulting loss or damage. If

2343-409: The agent has acted within the scope of the actual authority given, the principal must indemnify the agent for payments made during the course of the relationship whether the expenditure was expressly authorized or merely necessary in promoting the principal's business. An agent owes the principal a number of duties. These include: An agent must not accept any new obligations that are inconsistent with

2414-422: The agent, till it becomes known to him and as regards third party, till the termination is known to them (s. 208). When an agent's authority is terminated, it operates as a termination of subagent also (s. 210). This has become a more difficult area as states are not consistent on the nature of a partnership. Some states opt for the partnership as no more than an aggregate of the natural persons who have joined

2485-550: The buyers or sellers are the principals themselves and the broker or his salesperson who represents each principal is his agent. Agency law in the United Kingdom is a component of UK commercial law , and forms a core set of rules necessary for the smooth functioning of business. Agency law is primarily governed by the Common law and to a lesser extent by statutory instruments. In 1986, the European Communities enacted Directive 86/653/EEC on self-employed commercial agents. In

2556-428: The case of limited partners, only to the extent of their capital contribution). There has been discussion over whether limited partnerships operating under English law should be made separate legal entities as under Scots law, and in the same way as limited liability partnerships are. The Law Commission report on partnership law LC283 suggested that creation of separate legal personality should be left as an option for

2627-449: The company has to be named as UG (haftungsbeschränkt) & Co. KGaA , GmbH & Co. KGaA , AG & Co. KGaA or SE & Co. KGaA . Under consideration of the aspects of European freedom of establishment it is also possible that corporations established under foreign law can become Komplementärs of a KGaA forming companies like Limited & Co. KGaA . The investment of the partners with limited liability (Kommanditisten)

2698-401: The corporation. Even if the agent does act without authority, the principal may ratify the transaction and accept liability on the transactions as negotiated. This may be express or implied from the principal's behavior, e.g. if the agent has purported to act in a number of situations and the principal has knowingly acquiesced, the failure to notify all concerned of the agent's lack of authority

2769-439: The creditor any voting or management rights. When the partnership is being constituted, or the composition of the firm is changing, limited partnerships are generally required to file documents with the relevant state registration office. Limited partners must explicitly disclose their status when dealing with other parties, so that such parties are on notice that the individual negotiating with them carries limited liability. It

2840-399: The duties owed to the principal. An agent can represent the interests of more than one principal, conflicting or potentially conflicting, only after full disclosure and consent of the principal. An agent must not usurp an opportunity from the principal by taking it for himself or passing it on to a third party. In return, the principal must make a full disclosure of all information relevant to

2911-569: The firm create ostensible authority. The societates publicanorum , which arose in Rome in the third century BC, may have arguably been the earliest form of limited partnership. During the heyday of the Roman Empire , they were roughly equivalent to today's corporations . Some had many investors, and interests were publicly tradable. However, they required at least one (and often several) partners with unlimited liability. A very similar form of partnership

Arctic Gateway Group - Misplaced Pages Continue

2982-512: The firm. Others treat the partnership as a business entity and, like a corporation , vest the partnership with a separate legal personality. Hence, for example, in English law a partner is the agent of the other partners, whereas in Scots law "a [partnership] is a legal person distinct from the partners of whom it is composed" and so a partner is the agent of the partnership per se . This form of agency

3053-442: The general partner(s) while the partnership has negative equity (i.e. liabilities exceeding assets); however, profits and losses while the partnership has positive equity are shared equally. In New Zealand , Limited Partnerships are a form of partnership involving General Partners, (who are liable for all the debts and liabilities of the partnership) and Limited Partners (who are liable to the extent of their capital contribution to

3124-403: The knowledge of the partner acting will be imputed to the other partners, or to the firm if a separate personality. The other partners or the firm are the principal and third parties are entitled to assume that the principal has been informed of all relevant information. This causes problems when one partner acts fraudulently or negligently and causes loss to clients of the firm. In most states,

3195-432: The law in relation to PFLPs was welcomed by the financial industry. In the United States , the limited partnership organization is most common among film production companies and real estate investment projects, or in types of businesses that focus on a single or limited-term project. They are also useful in " labor - capital " partnerships, where one or more financial backers prefer to contribute money or resources while

3266-553: The limited liability enjoyed by limited partners was contingent upon their refraining from taking any active role in the management of the firm. However, Section 303 of the Revised Uniform Limited Partnership Act (if adopted by a state legislature) eliminates the so-called "control rule" with respect to personal liability for entity obligations and brings limited partners into parity with LLC members, LLP partners and corporate shareholders. The 2001 amendments to

3337-610: The limited partnership. The owners are divided into general partners (komplementarer in Danish) and limited partners (kommanditister in Danish). Often the only general partner of a K/S is an Anpartsselskab with the least possible capital, thus reducing the liability of the K/S to the capital of the Anpartsselskab. Kommanditgesellschaft auf Aktien – abbreviated KGaA – is a German corporate designation standing for 'partnership limited by shares',

3408-407: The major cargo shipped from the port, AGT CEO Al-Katib said the partnership would look into shipping potash , ore and petroleum products. Al-Katib also said one possible revenue source could be foreign eco-tourists. Limited partnership The general partners (GPs) are, in all major respects, in the same legal position as partners in a conventional firm: they have management control, share

3479-426: The ones which are personally liable. Limited partners are subject to the same alter-ego piercing theories as corporate shareholders. However, it is more difficult to pierce the limited partnership veil because limited partnerships do not have many formalities to maintain. So long as the partnership and the members do not co-mingle funds, it would be difficult to pierce the veil. In some jurisdictions (for instance in

3550-606: The other partner performs the actual work. In such situations, liability is the driving concern behind the choice of limited partnership status. The limited partnership is also attractive to firms wishing to provide shares to many individuals without the additional tax liability of a corporation. Private equity companies almost exclusively use a combination of general and limited partners for their investment funds. Well-known limited partnerships include Enterprise Products and Blackstone Group (both of which are public companies ), and Bloomberg L.P. (a private company ). Before 2001,

3621-400: The other partners in the firm, their liability being joint and several, and in a corporation, all executives and senior employees with decision-making authority by virtue of their position have authority to bind the corporation. Other forms of implied actual authority include customary authority. This is where customs of a trade imply the agent to have certain powers. In wool buying industries it

SECTION 50

#1732847555803

3692-506: The owning family Merck also the members of the executive board are fully and privately liable for the company (including a period after withdrawal). Also the German football club Borussia Dortmund uses this corporate organization (as Borussia Dortmund GmbH & Co KGaA ) for its professional football team as part of its compliance with the " 50+1 rule ". Hong Kong offers two forms of limited partnerships, namely limited partnerships governed by

3763-423: The partner will have apparent authority unless the third party knows that the authority has been compromised. Hence, if the partnership wishes to limit any partner's authority, it must give express notice of the limitation to the world. However, there would be little substantive difference if English law was amended: partners will bind the partnership rather than their fellow partners individually. For these purposes,

3834-407: The partners to decide upon when a partnership is formed. There were concerns that automatically making partnerships separate legal entities would restrict their ability to trade in some European countries and also expose them to different tax regimes than expected. The Legislative Reform (Private Fund Limited Partnerships) Order 2017 made provision for partners to register their limited partnership as

3905-472: The partnership). The Limited Partnerships Act 2008 replaces Special Partnerships that exist under Part 2 of the Partnership Act 1908. Special partnerships are considered obsolete as they do not provide the appropriate structure preferred by foreign venture capital investors. Features of Limited Partnerships include: The registers of Limited Partnerships and Overseas Limited Partnerships are administered by

3976-416: The performance of their agreement. Conduct in good faith requires that each party proactively take action to assist the other in the realisation of their bargain, as opposed to mere abstention from obstructive behaviour. However, whether a party has acted in good faith must not be determined by reference to a moral or metaphysical notion of co-operation; this assessment must be based on an objective appraisal of

4047-408: The principal (s. 204), though he can always do so, before such authority has been so exercised (s. 203). Further, under s. 205, if the agency is for a fixed period, the principal cannot terminate the agency before the time expired, except for sufficient cause. If he does, he is liable to compensate the agent for the loss caused to him thereby. The same rules apply where the agent, renounces an agency for

4118-487: The principal and the agent, put upon that authority." This decision is heavily criticised and doubted, though not entirely overruled in the UK. It is sometimes referred to as "usual authority" (though not in the sense used by Lord Denning MR in Hely-Hutchinson , where it is synonymous with "implied actual authority"). It has been explained as a form of apparent authority, or "inherent agency power". Authority by virtue of

4189-462: The principal and third persons, any person (whether he has contractual capacity or not) may become an agent. Thus, a minor or a person of unsound mind can also become an agent. An allograph may be the opposite of an autograph – i.e. a person's words or name ( signature ) written by someone else. In law, an allograph is a document not written by any of the parties involved. In American law, Cheques (checks) written by an agent of behalf of, and with

4260-402: The principal is bound by the contract entered into by the agent, so long as the agent performs within the scope of the agency. A third party may rely in good faith on the representation by a person who identifies himself as an agent for another. It is not always cost effective to check whether someone who is represented as having the authority to act for another actually has such authority. If it

4331-414: The principal may have expressly conferred authority on the agent, or authority may be implied. Authority arises by consensual agreement, and whether it exists is a question of fact. An agent, as a general rule, is only entitled to indemnity from the principal if they have acted within the scope of their actual authority, and if they act outside of that authority they may be in breach of contract, and liable to

SECTION 60

#1732847555803

4402-445: The principal or bring them and third parties into contractual relationship. This branch of law separates and regulates the relationships between: The reciprocal rights and liabilities between a principal and an agent reflect commercial and legal realities. A business owner often relies on an employee or another person to conduct a business. In the case of a corporation, since a corporation can only act through natural person agents,

4473-646: The qirad but whether the qirad transformed into the commenda, or the two institutions evolved independently cannot be stated with certainty. In the Mongol Empire , the contractual features of a Mongol- ortoq partnership closely resembled that of qirad and commenda arrangements, however, Mongol investors were not constrained using uncoined precious metals and tradable goods for partnership investments and executed money-lending. Moreover, Mongol elites formed trade partnerships with merchants from Italian cities, including Marco Polo 's family. Colbert's Ordinance (1673) and

4544-543: The representations made. In the case of Watteau v Fenwick , Lord Coleridge CJ on the Queen's Bench concurred with an opinion by Wills J that a third party could hold personally liable a principal who he did not know about when he sold cigars to an agent that was acting outside of its authority. Wills J held that "the principal is liable for all the acts of the agent which are within the authority usually confided to an agent of that character, notwithstanding limitations, as between

4615-420: The right to use partnership property, share the profits of the firm in predefined proportions, and have joint and several liability for the debts of the partnership. As in a general partnership, the GPs have actual authority, as agents of the firm, to bind the partnership in contracts with third parties that are in the ordinary course of the partnership's business. As with a general partnership, "an act of

4686-435: The standard provisions of vicarious liability. Whether the injured party wishes to sue the partnership or the individual partners is usually a matter for the plaintiff since, in most jurisdictions, their liability is joint and several . Agency relationships are common in many professional areas. An agent in commercial law (also referred to as a manager ) is a person who is authorized to act on behalf of another (called

4757-416: The third party's position to believe that the agent was authorized to act, even if the principal and the purported agent had never discussed such a relationship. For example, where one person appoints a person to a position which carries with it agency-like powers, those who know of the appointment are entitled to assume that there is apparent authority to do the things ordinarily entrusted to one occupying such

4828-468: The transactions that the agent is authorized to negotiate. The internal agency relationship may be dissolved by agreement. Under sections 201 to 210 of the Indian Contract Act 1872 , an agency may come to an end in a variety of ways: Alternatively, agency may be terminated by operation of law: The principal also cannot revoke the agent's authority after it has been partly exercised, so as to bind

4899-404: Was lost as long as the trader had not violated the rules of the contract. In contrast, his investment partners on land had unlimited liability and were exposed to risk. A commenda was not a common form for a long-term business venture as most long-term businesses were still expected to be secured against the assets of their individual proprietors. As an institution, the commenda is very similar to

4970-485: Was made in response to the common practice of naming a limited-liability entity as a 1% general partner that controlled the limited partnership and organizing the managers as limited partners. This practice granted a general partner de facto limited liability under the partnership structure. Agency (law) The law of agency is an area of commercial law dealing with a set of contractual , quasi-contractual and non-contractual fiduciary relationships that involve

5041-448: Was present in Arabia at the time of the coming of Islam ( c.  700CE ), and this became codified into Islamic law as Qirad . In medieval Italy , a business organization known as the commenda appeared in the 10th century that was generally used for financing maritime trade. In a commenda, the traveling trader of the ship had limited liability, and was not held responsible if money

#802197