Partnerships Flashcards
define partnership
association or two or more persons to carry out a for-profit business as co-owners
what three things does the duty of loyalty require a partner to refrain from doing?
- competing with the partnership
- advancing an interest adverse to the partnership, and
- usurping a partnership opportunity (or OT using partnership property/business to derive personal benefit) w/o notifying partnership
what does a partner’s duty of care require?
partner is required to refrain from engaging in
1. grossly negligent or reckless conduct
2. intentional misconduct, or
3. knowingly violating the law
when is a partnership liable for a partner’s tortious acts?
when partner commits tortious acts in the ordinary course of the partnership business or with partnership authority (actual or apparent)
what powers does a person winding up partnership property have?
- dispose of and transfer partnership property
- discharge partnership liabilities
- preserve the business or property to maximize value
- distribute assets to settle partners’ accounts
exception to rule that partner’s knowledge imputed on to partnership
when fraud on partnership is committed by or with consent of partner
what must certificate of limited partnership contain?
- name of limited partnership
- in state addy
- name and addy of in state agent for service of proces
- name and business address of each general partner
- statement about the duration of the limited partnership
- signatures of all general partners
when might a limited partner be personally liable for partnership obligations?
generally won’t e unless -
1. also serves as general partner
2. participates in control of business, or
3. allows their name to be used in the name of the LP (liable then to creditor who extends credit, unless creditor had actual knowledge that the limited partner was not a general partner)
