Partnerships Flashcards
Is a partnership established by an agreement stating that two parties are partners, if one party retains sole ownership of the business and the parties conduct themselves as employer and employee?
8 factors for determining whether a partnership exists (fenwick)
- intention of the parties
- right to share in profits
- obligation to share in losses
- ownership and control of partenrship
property and business - shared administrative power
- language of the agreement
- conduct of parties toward 3rd persons
- rights of parties on dissolution
Do agreements intended to protect the financial interests of creditors necessarily make them partners of a debtor firm?
No. A partnership is not formed unless two or more parties are closely associated so as to be co-owners carrying on a business for profit. When, as here, creditors have executed loan documents with a debtor firm that contains provisions for the collection of collateral, this court must examine the extent to which those documents associate the creditors with the business operations of the firm. In this case, no partnership was formed.
Does an agreement for production of shows, and the parties’ actions pursuant to that agreement, indicate the formation of a partnership under the totality of the circumstances test?
No. A partnership requires the association of two or more parties to carry on as co-owners of a business for profit. The determination of whether a partnership has been formed requires an examination of the totality of the circumstances in a given case.
Does a partnership by estoppel exist when a third party does not rely on any statement or act by two companies it alleges were holding themselves out as partners, and when no credit was extended based on the representation of a partnership?
No. A partnership by estoppel is created when a third party relies on the representation of a person that he or she is part of an actual or apparent partnership.
Is a co-adventurer required to inform another co-adventurer of a business opportunity that occurs as a result of participation in a joint venture?
Yes. As sharers in a joint venture, co-adventurers owe each other a high level of fiduciary duty. A co-adventure who manages a joint venture’s enterprise has the strongest fiduciary duty to other members of the joint venture.
Does a retired law partner have a common law or statutory claim against his former law firm for its acts of negligence?
No. A partner has fiduciary duties to other partners, but not to former partners, since a partner’s withdrawal terminates his relationship in the partnership.
Does a 3rd party have a common law or statutory claim against a partnership for financial loss resulting from a mismanaged dissolution?
No. 3rd party has no claim against a partnership for financial loss resulting from a mismanaged dissolution if it was in good faith and for the partnership’s benefit.
