Formation

Question 1

General

Answer 1

Two or more persons to carry on as co-owners a business for profit

Question 2

RUPA

Answer 2

Governs provisions not in agreement are governed by RUPA (duty of loyalty)

Question 3

Formation

Answer 3

No formal agreement; intent may be implied; capacity is liberal (only liable to amount of capacity); must be for a legal purpose; need consent; can file a statement for constructive knowledge

Question 4

Proof of existence

Answer 4

Look to intent of parties; sharing of profits (presumption); property held in joint tenancy; designate relationship as partnership; extensive activity; sharing of gross returns

Question 5

Liability

Answer 5

holding yourself out as a partner; consenting to others holding you out as one (if you hold another out as a partner- you become an agent)

Question 6

Property

Answer 6

everything the partnership owns

RUPA: (titled property)- title in partnership name; title in name of one partner and instrument illustrates person as part of the partnership

Question 7

Determining Partnership Property

Answer 7

Purchased with partnership funds- presumption

Not presumed: held in name of partner; instrument doesn’t include partnership; no partnership funds (reputably not part of partnership even if used by partnership)

Question 8

Untitled Property

Answer 8

Look at:

Partnership funds; entry in books; relationship between property and business; improvements with partnership funds; maintenance with partnership funds