partnership

Question 1

partnership

Answer 1

an association of 2 or more people to carry on a business for profit

Question 2

partnership agreement

Answer 2

not required but if made is subject to SOF; an agreement will control over RUPA to extent allowed by law

Question 3

partnership by estoppel

Answer 3

may be treated as a purported partner if (1) there’s representation that person is a partner, (2) person consents to representation (3) 3P reasonably relies on representation (4) and suffers damages as result of representation

Question 4

general partnership

Answer 4

In a GP, all partners are jointly and severally liable for all obligations of the partnership, whether the obligations arise in contract or tort

Question 5

limited partnership (LP)

Answer 5

formed by at least 2 or more people w/at least 1 general & 1 limited partner.

To form, must file certificate w/state

Question 6

limited liability partnership (LLP)

Answer 6

a partnership in which a partner’s personal liability for obligations of the partnership is eliminated.

To enjoy LLP status, the partnership must file a statement with the state.

In other respects, an LLP is governed by the same rules as a partnership.

Question 7

management

Answer 7

all partners have equal rights to management and control of business unless partnership agreement states otherwise

Question 8

2 steps for termination

Answer 8

dissolution and winding up

Question 9

who elects directors

Answer 9

SH elect board of directors

Question 10

promoters

Answer 10

people acting on behalf of corp, prior to incorporation.

If pre-incorporation any k was entered by promotor on corps behalf: Corp is not liable unless adopted.

Promoter is directly liable unless K states otherwise or there was a novation releasing the promoter

Question 11

ratification of improper meetings

Answer 11

if initial meeting wasn’t proper, however subsequently board held valid meeting w valid vote on same issue, it ratified the wrongdoing

Question 12

partnership property

Answer 12

Property is deemed partnership property if (1) acquired in partnership name, (2) acquired in name of partner and indication of partnership (3) assets bought w partnership money

Question 13

partnership at will

Answer 13

if no fixed term or undertaking, partnership dissolve when any partner dissociates (gives notice of withdrawal)

Question 14

partnership for specific term or undertaking

Answer 14

may dissolve by its terms, w/unanimous consent or after partner is dissociated if at least half of remaining partners consent

Question 15

winding up

Answer 15

liquidate assets, pay creditors, and distribute remainder to partners

• Partnership continues until winding up is complete
• Partner who hasn’t wrongfully dissociated may wind up partnership business
• The appropriate acts of a partner while winding up will bind partnership
• The statement of dissolution should be filed w/the state. After 90 days serves as notice to creditors
• Creditors are paid before partners

Question 16

actual express authority

Answer 16

Express authority is authority contained within the four corners of the partnership agreement, those expressly granted by the partnership, or a statement of authority filed with the state

Question 17

actual implied authority

Answer 17

Implied authority is authority that the partner reasonably believes she has as a result of the actions of the partnership.

Question 18

apparent authority

Answer 18

Apparent authority exists if the partnership holds a partner out as possessing certain authority or, under RUPA, an act by the partner that was within the scope of the partnership business, thereby inducing others to reasonably believe that authority exists.

Question 19

partner v. employee

Answer 19

A person who receives a share of the profits of a business is presumed to be a partner unless the profits were received in payment of wages.

An employee in general is someone who is hired by a company, paid a salary or wages to perform services, and work at the behest and direction of an owner of a business.

Question 20

members

Answer 20

Members are owners of an LLC.

Question 21

shareholders

Answer 21

Shareholders are owners of a corporation.