Partnerships

Question 1

Events Causing Dissolution

Answer 1

1. In a partnership at will, notification by any partner of an express will to withdraw as partner
2. In a partnership for a definite term or purpose: (a) expiration of the term, (b) consent of all the partners (c) within 90 days after a partners death, bankruptcy or wrongful dissociation and at least half want to withdraw
3. Happening of an agreed to event
4. Happening of an event that makes it unlawful
5. Judicial decree: (a) the economic purpose of the partnership has become frustrated (b) partner engaged in conduct which makes it not reasonably practicable to carry out the business (3) business cannot be carried out in conformity with the partnership agreement (4) where it is equitable to wind up an partnership on application of a transferee (a) after definite or particular term or (b) any time in partnership at will

Question 2

Apparent Authority in Partnerships

Answer 2

1. The act of any partner
2. for carrying our in the ordinary course of business or business kind
3. Bind the partnership unless
   a. the partner had no authority to act and the person they were dealing with knew or had received notice of the partners lacked authority

Question 3

Dissociation

Answer 3

Partners (1) Bankruptcy (2) Express will to withdraw (3) illness/incapacity (4) valid expulsion (5) judicial order (6) Termination of business entity that is a partner (7) happening of a condition subsequent
Power to Bind: Act would have bound the partnership before dissociation and the other party had reasonably believed they were still a partner and did not have notice. Will bind them within 2 years

Question 4

LLP

Answer 4

Partners are not liable for the LLPS obligations
Formation: Vote by all partners to become a LLP
Filing: File with the secretary of state the names and addresses of the partnership (2) statement stating the partnership elects to become a LLP and (3) if applicable a deferred date. The name must have LLP RLLP
Partners only liable for their own wrongful acts

Question 5

LP

Answer 5

1. One general partner + one limited partner
2. Certificate of LP
   - must file with the secretary of stated and be signed by the general partner. Must list the general partner name and address and an agent for service of process
   - Admission of another partner must have unanimous consent of all current partners
   - Partners have no rights to distributions unless the partner makes a contribution to the partnership.

Question 6

Management Rights

Answer 6

All general and limited partners approval is required to (1) amend the partnership agreement; (2) convert the partnership to a limited liability limited partnership (3) dispose of all or substantially all of the limited partnerships property outside the usual and regular course of the partnership activities (4) admit a new partner or (5) compromise a partners obligation to make a contribution or return an improper distribution

Question 7

Limited Liability Companies

Answer 7

1. File a certificate of organization with the secretary of state. The LLC must have at least one member
   a. the name of the LLC and the address of registered office and the registered agent for service of process
2. Member managed, members owe to each other and the LLC duties of care and loyalty, they must also discharge their duties and exercise any rights consistently with the contractual obligation of good faith and fair dealing.
3. Manager-managed, the duties of loyalty and care are different for managers and members in manager-managed. (1) only the managers are subject to duties of loyalty and care and (2) only the members may authorize or ratify an act by a manager that would otherwise
   violate the duty of loyalty
4. Members and managers are not personally liable for LLC obligations unless you pierce the veil.