N.Y. General Obligations Law § 5-1502e: Construction--business operating transactions

§ 5-1502E. Construction--business operating transactions. In a

statutory short form power of attorney, the language conferring general

authority with respect to "business operating transactions," must be

construed to mean that the principal authorizes the agent:

1. To the extent that an agent is permitted by law thus to act for a

principal, to discharge and to perform any duty or liability and also to

exercise any right, power, privilege or option which the principal has,

or claims to have, under any contract of partnership whether the

principal is a general or special partner thereunder, to enforce the

terms of any such partnership agreement for the protection of the

principal, by action, proceeding or otherwise, as the agent shall think

to be desirable or necessary, and to defend, submit to alternative

dispute resolution, settle or compromise any action or other legal

proceeding to which the principal is a party because of his membership

in said partnership;

2. To exercise in person or by proxy or to enforce by action,

proceeding or otherwise, any right, power, privilege or option which the

principal has as the holder of any bond, share, or other instrument of

similar character and to defend, submit to alternative dispute

resolution, settle or compromise any action or other legal proceeding to

which the principal is a party because of any such bond, share, or other

instrument of similar character;

3. With respect to any business enterprise which is owned solely by

the principal

a. to continue, to modify, to renegotiate, to extend and to terminate

any contractual arrangements made with any person, firm, association or

corporation whatsoever by or on behalf of the principal with respect

thereto prior to the creation of the agency;

b. to determine the policy of such enterprise as to the location of

the site or sites to be utilized for its operation, as to the nature and

extent of the business to be undertaken by it, as to methods of

manufacturing, selling, merchandising, financing, accounting and

advertising to be employed in its operation, as to the amount and types

of insurance to be carried, as to the mode of securing, compensating and

dealing with accountants, attorneys, servants and other agents and

employees required for its operation, to agree and to contract, in any

manner, and with any person and on any terms, which the agent thinks to

be desirable or necessary for effectuating any or all of such decisions

of the agent as to policy, and to perform, to rescind, to reform, to

release or to modify any such agreement or contract or any other similar

agreement or contract made by or on behalf of the principal;

c. to change the name or form of organization under which such

business is operated and to enter into such partnership agreement with

other persons or to organize such corporation to take over the operation

of such business, or any part thereof, as the agent shall think to be

desirable or necessary;

d. to demand and to receive all moneys which are, or may become, due

to the principal, or which may be claimed by the principal or on his

behalf, in the operation of such enterprise, and to control and to

disburse such funds in the operation of such enterprise in any way which

the agent shall think to be desirable or necessary, to engage in any

banking transactions which the agent shall think to be desirable or

necessary for effectuating the execution of any of the powers of the

agent described in this subdivision;

4. To prepare, to sign, to file and to deliver all reports,

compilations of information, returns or other papers with respect to any

business operating transaction of the principal, which are required by

any governmental agency, department or instrumentality or which the

agent shall think to be desirable or necessary for any purpose, and to

make any payments with respect thereto;

5. To pay, to compromise or to contest taxes or assessments and to do

any act or acts which the agent shall think to be desirable or necessary

to protect the principal from illegal or unnecessary taxation, fines,

penalties or assessments in connection with his business operations,

including power to attempt to recover, in any manner permitted by law,

sums paid before or after the creation of the agency as taxes, fines,

penalties or assessments;

6. To demand, to receive, to obtain by action, proceeding or

otherwise, any money, or other thing of value to which the principal is,

or may become, or may claim to be entitled as the proceeds of any

business operation of such principal, to conserve, to invest, to

disburse or to utilize anything so received for purposes enumerated in

this section, and to reimburse the agent for any expenditures properly

made by him in the execution of the powers conferred upon him by the

statutory short form power of attorney;

7. To execute, to acknowledge, to seal and to deliver any deed,

assignment, mortgage, lease, notice, consent, agreement, authorization,

check or other instrument which the agent may think useful for the

accomplishment of any of the purposes enumerated in this section;

8. To prosecute, to defend, to submit to alternative dispute

resolution, to settle, and to propose or to accept a compromise with

respect to, any claim existing in favor of, or against, the principal

based on or involving any business operating transaction or to intervene

in any action or proceeding relating thereto;

9. To hire, to discharge, and to compensate any attorney, accountant,

expert witness or other assistant or assistants when the agent shall

think such action to be desirable for the proper execution by him of any

of the powers described in this section, and for the keeping of needed

records thereof; and

10. In general, and in addition to all the specific acts in this

section enumerated, to do any other act or acts, which the principal can

do through an agent, in connection with any business operated by the

principal, which the agent shall think to be desirable or necessary for

the furtherance or protection of the interests of the principal.

All powers described in this section 5-1502E of the general

obligations law shall be exercisable equally with respect to any

business in which the principal is interested at the creation of the

agency or in which the principal shall thereafter become interested, and

whether operated in the state of New York or elsewhere.