Partnership

Question 1

Partnership Formation

Answer 1

1) No general partnership formalities

2) Association between 2 or more persons carrying on as co-owners of a business for profit

Question 2

Liabilities to Third Parties

Answer 2

1) General parties are liable for all partnership obligations
- prior debts, subsequent debts

2) Estoppel –> Representors are liable as if general partners

Question 3

Relations Between Partners

Answer 3

1) Fiduciaries –> account for profits
2) Only the share of profits is liquid, transferable personal property
3) No agreement? Equal control, no salary, equal profits, losses shared just like profits

Question 4

Dissolution

Answer 4

Priority

1) All creditors (for sure)
2) all capital (for sure)
3) profits shared equally (without agreement)

Rule: Each partner must receive their loans and capital, plus share of profits, but also minus their share of losses

Question 5

Alternative Unincorporated Business Organizations

Answer 5

Limited Partners and Registered LLPs have limited liability