Partnerships Flashcards
What is a partnership?
When two or more persons or entities intend to carry on a for-profit business as co-owners. Do NOT need intent to form a partnership.
Do you need a written agreement to form a partnership?
No.
What is the profit sharing test?
If there is profit sharing, there is a presumption that there is a partnership.
What is a partner by estoppel
A person will be treated as a partner if: there is a representation that the person is a partner, the person makes or consents to the representation, a third party reasonably relies on the representation, and the third party sufferes damages as a result.
Partners are ___ of the partnership
Agents
Partners owe duties of ____ and ___
Loyalty; Care.
A partner ___ transfer his or her rights in the partnership
Can. This does not cause dissolution or dissociation.
Property acquired by partners or partnership is presumed to belong to the ____
Partnership.
A new partner must get the consent of __ the existing partners.
All.
A ____ of partners must approve ordinary business decisions while ___ partners must approve matters outside the ordinary course.
Majority; all.
A partner ___ derive a personal benefit from the use or possession of partnership property.
Cannot.
A partner is ___ to the partnership for damages caused by wrongful dissociation.
Liable. A dissociation is wrongful only if in breach of provision of the partnership agreement or before the completion of the undertaking.
A partnership must indemnify a dissociated partner against all partnership liability incurred when?
Before or after the dissociation.
A partnership is ____ for a partners torts in the course of the partnership business
Liable
Partners are ____________ for all partnership obligations?
Jointly and severally liable. A judgment is first satisfied from the partnerhsips assets then the partners assets.
