Partnership

Question 1

can partners eliminate the duty of loyalty through drafting in the partnership agreement?

Answer 1

no, but they can narrow it

Question 2

what also falls within the category of duty of loyalty?

Answer 2

duty not to steal/misappropriation of partnership property

Question 3

can you waive the duty of good faith and fair dealing in a partnership agreement?

Answer 3

no, it’s non waivable

Question 4

in terms of 3rd parties, what kind of liability does a partnership have?

Answer 4

joint and several

Question 5

what is the difference b/t a partnership and a limited liability partnership?

Answer 5

the limited liability partnership has filed something to limit liability

Question 6

what makes the determination as to whether a dissociation was rightful or wrongful?

Answer 6

whether the dissociation violates the partnership agreement itself (depends on if at will, for a term, or for a particular undertaking)