Partnerships

Question 1

Definition

Answer 1

A juridical person, distinct from its partners, created by a K b/t two or more persons to combine their efforts or resources in determined proportions and to collaborate at mutual risk for their common profit or commercial benefit

Question 2

Formation

Answer 2

No form.

Oral Ok, but writing to own immov.

If in writing must comply with SOS reqs

• name
• pship address
• p’s name & add

Writ agg req for p’ship to own immov prop and be registered to affect 3rd parties re: immovables.

Question 3

Name

Answer 3

Can adopt a name, but if not, conducted in the name of all partners.

Question 4

Decision Making & Voting

Answer 4

Unanimity to amend, admit, terminate, withdraw w/o just cause if for term.

Majority for management ordinary course

Question 5

Contribution/Participation

Answer 5

Must contribute; need not be money;

All participate equally in profit, losses, asset distribution (alter one alter all).

Question 6

Immovables

Answer 6

Need writing to own.

Each partner owns in indivision until written agreement.;

Retroactive ownership Ok, but cannot affect 3P rights in the interim.

Question 7

Limitation of Liability

Answer 7

Partnership primarily liable;

Partners secondarily liable

Question 8

Fiduciary Status

Answer 8

Each partner owes fiduciary duties to pship & partners.

No prejudicial activity;

Can be a creditor

Question 9

Representation & Mandate

Answer 9

All partners are mandataries in ordinary course;

• Exception:
  
  • Alienation, lease or encumbrance of immovables.

Question 10

Cessation

Answer 10

A partner ceases to be a member of the partnership upon:

• Death
• Interdiction
• Bankruptcy
• Seizure of his interest
• Expulsion from the pship
• Withdrawal

Question 11

Withdrawal

Answer 11

For a term = a partner may withdraw w/out consent of his partners:

• prior to the exp of term
• w/ just cause
• arising out of the failure of another partner
• to perform an obligation.

W/out term = a partner may withdraw from the pship w/the consent of his partners at any time, provided he

• gives reasonable notice
• in GF
• at a time that is not unfavorable to the pship

Question 12

Expulsion

Answer 12

A partnership may expel a partner for just cause

Unless otherwise provided in the PA, a majority of the partners must agree on the expulsion

Question 13

Termination

Answer 13

A pship terminates by:

• Unanimous consent
• Judgment of termination
• Reduction of membership to one
• Expiration of its term
• Attaining or impossibility of attaining the object of the pship
• According to the pship agreement

Question 14

Dissolution

Answer 14

The creditors of the pship must be paid in preference to the creditors of the partners. The creditors of a pship shall be paid in the following order of priority:

1. Secured creditors in accordance with their security rights
2. Unsecured creditors who are not partners
3. Unsecured creditors who are partners

If any assets remain after the payment of all secured and unsecured creditors, the capital contributions shall be restored to the partners

Finally, any surplus shall be divided among the partners proportionally based on their respective interests in the partnership.