INTESAR S. - ESSAY SUBMISSION #2 ================================= Date: May 19, 2026 (12:20 PM EDT) Subject: Business Associations Mode: Packet (business_associations_001) Band: 4/6 - Adequate - at or near passing threshold RAW SCORING DATA ---------------- Raw Score: 97.2% Calibrated Score: 100.0% Confidence: 0.98 Component Scores (raw / display): Issue Spotting: 100.0% / 100.0% Fact Usage: 100.0% / 70.0% Rule Statement: 96.5% / 96.5% Analysis: 93.5% / 65.5% Conclusion: 100.0% / 100.0% Note: Display scores for facts/analysis are scaled down because the quality channel assessed application depth as "adequate" (not "deep"). This is why a 97% raw score still lands at band 4: the holistic quality assessment found the analysis competent but not deeply reasoned. ================================================================================ STUDENT'S ESSAY ================================================================================ 1. Whether the Partnership (A&B Designs) is bound by the $7,000 contract Carol signed with Dave Actual Authority Actual authority exists when the partnership, by either express conduct or words, gives the agent the authority to act on behalf of the partnership Here, Carol was hired as a sales manager, and the partnership, Alice and Ben, explicitly told her she could approve custom orders only up to $5,000. However, last month, the partnership allowed a $5,500 contract to proceed without comment. Because Carol was explicitly told by the partnership she could enter into contracts for $5,000, that is actual authority, for it was expressly stated. Last week, Carol signed a $7,000 contract with a new client, Dave, on behalf of the partnership. Carol's $7,000 contract fails under actual authority because Carol does not have actual authority to exceed the $5,000 limit, despite the previous $5,500 contract that was allowed. Therefore, the court will likely find that the contract signed by Carol for $7,000 does not bind the partnership because she did not have actual authority to enter into an agreement that exceeded $5,000. 2. Whether the Partnership is personally liable on the showroom lease signed by Ben In a general partnership, the partnership is bound to the partners who act in the ordinary business of the partnership. Partners have actual authority to act with respect to the business. If the partner exceeds the scope of business, then the Partner would not bind the partnership. Here, Ben, despite not consulting Alice, signed a one-year lease for a large new showroom with Landlord Corp. The lease will likely bind the partnership because Ben was acting within the ordinary course of business dealings and did not exceed his actual authority. The showroom was in a prime location, much larger, and more expensive, but Ben had the actual authority to make the decision to enter into the lease agreement. Therefore, the partnership is personally liable on the showroom lease signed by Ben because Ben has actual authority to act on behalf of the partnership and did not exceed the scope of the partnership when conducting business ordinarily. Alice's Personal Liability under a General Partnership: A general partnership exists between parties when there is a sharing of costs and loses, no written agreement is necessary. General Partners are jointly and severally liable for the partnership's business. Here, Alice is personally liable on the showroom lease because the general partnership creates a joint and several liability to the partnership. 3. Whether Ben breached his fiduciary duty of loyalty to A&B designs by arranging the sale of the van from his dealership to the corporation. Under the fiduciary duty of loyalty, the interested (director) party must disclose material facts of interest and show in the best interests of the corporation, and have the majority of disinterested directors' approval. Here, Ben proposed that the corporation buy the van for $30,000, providing the material facts by disclosing his ownership of the dealership and presenting reliable data showing that the price is the fair market price for that type of van, and the majority of disinterested directors voted in favor when Alice reviewed the data and voted to approve the purchase. Therefore, Ben did not breach his fiduciary duty of loyalty to A&B Designs because Ben disclosed the necessary material facts, revealed data in the best interests of the corporation, and obtained the disinterested approval from Alice, the only other director who reviewed the data and voted to approve the purchase. ================================================================================ SHEP FEEDBACK ================================================================================ OVERALL FEEDBACK: You have a solid grasp of the core legal principles and are consistently identifying the relevant issues. Your ability to connect facts to rules is clear, which provides a strong foundation for your essays. You are currently performing at a passing level, but your analysis often stops once the primary rule is satisfied. To elevate your performance to the next level, focus on "deepening" your application. When you identify a rule, look for potential counter-arguments or secondary theories (like apparent authority in agency or the nuances of "ordinary course of business"). By explicitly explaining the "why" behind your conclusions and addressing potential alternative interpretations of the facts, you will demonstrate the analytical rigor expected in higher-scoring responses. ISSUE-LEVEL FEEDBACK: 1. Agency Authority (Carol's Contract) You correctly identified the issue of actual authority and applied the $5,000 limitation to Carol's contract. To improve, ensure you also address whether Carol had *apparent* authority. Even if actual authority is lacking, a principal may still be bound if they created a reasonable belief in a third party that the agent had authority. Adding this layer of analysis demonstrates a more comprehensive understanding of agency law. 2. Partnership Liability (Ben's Lease) You correctly identified that Ben's actions were within the ordinary course of business. To move into higher bands, you should explicitly define what constitutes the "ordinary course of business" for this specific partnership. Rather than stating it as a conclusion, explain *why* a showroom lease is ordinary -- for example, by discussing the nature of the partnership's business and how such a lease is necessary or customary for its operations. This adds the depth required for a Band 5 or 6 score. 3. Corporate Duty of Loyalty (Ben's Van Sale) Your analysis of the duty of loyalty is strong and well-structured. You correctly identified the elements of disclosure, fairness, and disinterested approval. To further strengthen this, briefly mention the "entire fairness" standard as a fallback or context for why these procedural safeguards are required. This shows the grader you understand the policy behind the rules, not just the mechanics of the test.