Agency + Partnerships

Question 1

Partnership post-dissociation liability

Answer 1

A dissociated partner can be liable for post-dissociation liabilities incurred within 2 years after the dissociation

Can also bind a partnership by an act taken within 2 years after dissociation

Question 2

Dissolution upon dissociation - at-will

Answer 2

In general, when a partner dissociates by express will in an at-will partnership, the partnership is dissolved and its business must be wound up

Question 3

Dissolution upon dissociation - term

Answer 3

If a partner dissociates wrongfully or if there is death/bankruptcy, dissolution is required if, within 90 days after the dissociation, at least 1/2 of the remaining partners agree to wind up the partnership

Question 4

Events of Dissociation

Answer 4

1. express will to withdraw
2. happening of an agreed event
3. valid expulsion of the partner
4. bankruptcy or appointment of receiver
5. partner’s death or incapacity
6. decision of the court
7. termination of a business entity that is a partner

Question 5

Dissolution priority of distribution

Answer 5

1. partnership must pay all creditors
2. partnership must repay all capital contributions
3. profits or losses, if any