partnership formation + financial obligations Flashcards
what is a partnership
association of 2+ ppl who carry on as co-owners of a business for profit
A person who receives a share of the profits from a business is presumed to be a partner
voting rights
equal unless other agreement
maters within ordinary course - majority vote of the most partners (not the biggest share/percentage)
matters outside ordinary course/extraordinary acts - unanimous consent of all partners
how are profits and losses shared
equally unless other agreements
a partner is an agent of the partnership meaning
partnership held liable for actions of partner who is acting as an agent
partnership not bound by a partner who lacked actual authority and
the 3rd party/person that the (agent) partner dealt with had
actual knowledge of the fact or received notification of the fact that partner lacked actual authority
liability of partners
jointly and severally liable for all obligations of partnership
plaintiff has to exhaust all partnership resources first before seeking to collect from partners individually
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can partners limit 3rd parties rights against other partners
only if third party agrees
ex: A forms partnership with B+C. They all agree C wont be liable. Can 3rd party sue C? Yes because no agreement from 3rd party
if partnership admits a new partner is the newbie liable for debts incurred prior to him joining
no
list (3)
Partner has notice of a fact under RUPA when:
- P actual knowledge of the fact
- P was notified of the fact -OR-
- P had reason to know of fact based on surrounding circumstances
Actual authority in a Pship can be express or implied through
- custom
- necessity OR
- acquiescence
When a partner enters into a K he had No authority to enter of behalf of the Pship, the Pship is not bound by the K
For a 3rd party to recover against partners individually, the 3rd party must secure a judgement against the partnership AND the partners
