Partnership

Question 1

Partnership

Answer 1

when two or more people decide to carry on as co-owners of a business for profit

Question 2

fiduciary duties of a partner

Answer 2

1) must account for any interest that is injurious to the interests of the partnership EX: sale of partnership property
2) a partner can’t use a partnership opportunity or property asset for personal use without the consent of the other partners
3) must not compete with the partnership within the scope of partnership business

Question 3

Investing v. Lending

Answer 3

If you lend money to a partnership and take interest in the form of profit, you are not a partner

if you invest money and take profits, you are a partner

Question 4

Profit sharing default rule

Answer 4

profits of a partnership are split per person without regard to the money or labor contributed by each partner

Question 5

splitting losses default rule

Answer 5

losses are split between partners

Question 6

Partnership by estoppel

Answer 6

If an entity holds itself out to be part of a partnership, and a 3rd party relies on that apparent partnership, then it is partnership by estoppel

Question 7

joint venture

Answer 7

1) limited in time
2) each person is responsible for profits and losses
3) venture is own entity apart from other ventures or opportunities

Question 8

inadvertent partnership

Answer 8

you didn’t intend to be partners but you have engaged in such a way that the law would call the entity a partnership

Question 9

Life of a partnership

Answer 9

1) formation
2) carrying on of business in usual way
3) dissolution
4) winding up
5) termination

Question 10

General partners

Answer 10

have an interest in everything, can act on behalf of the partnership, BUT are liable for losses

Question 11

Limited partner

Answer 11

do not have a say in how the partnership is run, but they also are not responsible for most losses

Question 12

Dissolution of a partnership

Answer 12

look for looney tunes, drugs, people wanting out of the partnership etc.

Question 13

Partnership property

Answer 13

shit that you bring into the partnership stays in the partnership. Vegas. what partners buy during the partnership stays in the partnership

Question 14

Property rights of a partner

Answer 14

1) rights in specific partnership property
2) interest in the partnership
3) right to participate in managements

Question 15

Partner refusal of an expenditure

Answer 15

if a partner expressly refuses an expense, and the other partner does it anyways, the refusing partner is not liable for costs

Question 16

Dissolution without an agreement for term

Answer 16

a partner can dissolve a partnership at will if there was no set term in the agreement