Brainscape's Knowledge GenomeTM

Browse over 1 million classes created by top students, professors, publishers, and experts.


See full index

Agency & Partnerships > Partnerships > Flashcards

Partnerships Flashcards

1
Q

if you want to form GP, what are the formalities?

A

none!

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
2
Q

what defines GP?

A

an ASSOCIATION of 2+ people carrying on as CO-OWNERS of a business FOR PROFIT

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
3
Q

contribution of $ or services in return for a share of profits is _________ of GP

A

prima facie evidence of a GP

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
4
Q

is GP liable for partners’ torts and Ks?

A

yes, to the same extent as agency law

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
5
Q

which partners in GP are liable for GP’s liability in tort and K?

A

all general partners are PERSONALLY LIABLE for each other partners’ torts in a GP.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
6
Q

**is new partner entering GP liable for prior tort and K liability?

A

new partners not personally liable for prior debts, but any $ paid into partnership by new partner can be used by partnership on prior debts.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
7
Q

**is a partner who leaves GP liable for tort or K liability incurred thereafter?

A

dissociating partner retains liability on future debts UNTIL ACTUAL NOTICE OF DISSOCIATION IS GIVEN TO CREDITORS AND PUBLICATION NOTICE IS GIVEN TO ALL POTENTIAL CREDITORS.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
8
Q

*what is general partnership liability by estoppel?

A

If you represent yourself as partner in GP, then you’re liable to GP for its liabilities. 3rd party tort victim can sue if person represented self as though she were partner.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
9
Q

open partnership essay with?

A

“all partners are liable for other partners’ torts and Ks done in scope of partnership”

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
10
Q

does loan create partnership?

A

lending arrangement isn’t a partnership. have to share profits.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
11
Q

3 steps to analyzing GP question:

A
  1. formation (validly formed w/ profit sharing)
  2. liability (for each other’s acts)
  3. estoppel (if non-partner presents self as partner)
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
12
Q

in GP, partners are ______ of each other and of the partnership. what duty do general partners owe to each other and the partnership (3 reqs to single duty)?

A

they’re fiduciaries. owe each other duty of loyalty:

  1. no self-dealing
  2. no usurping
  3. no secret profit
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
13
Q

what is remedy if partner breaches duty of loyalty? partnership may recover 2 things (both)

A

partnership recovers:

  1. losses caused by breach and
  2. disgorges breaching partners profits
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
14
Q

what happens if individual partner sells asset owned solely by partnership?

A

individuals can’t sell them w/o permission of partnership.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
15
Q

can individual transfer out of partnership his share of the partnership profits?

A

yes. can transfer it.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
16
Q

can you transfer your share of management and individually transfer MGMT share to 3rd parties?

A

no. the MGMT share (your right to vote) belongs to GP.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
17
Q

is partnership interest liquid?

A

no. the only thing you can transfer is your profits, not your MGMT share.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
18
Q

how can you distinguish b/t individual’s personal property and partnership asset?

A

whose money was used to buy property? if personal money was used, it’s personal property.

19
Q

DEFAULT RULE WHEN NOTHING SAID ABOUT MGMT: when you have 3 partners, how much vote does each person have? what if $ contributions to partnership are 70/15/15?

A

default is 1 person, 1 vote. $ doesn’t matter unless agreement overrules default.

20
Q

for ordinary affairs of partnership, majority rule governs. FOR FUNDAMENTAL MATTERS _________ IS REQUIRED.

A

unanimous consent is required

21
Q
  1. w/o an agreement, do partners receive MGMT salary? 2. Exception to default?
A
  1. no salary by default. only profit sharing.

2. salary only to wind up business.

22
Q

default rules for profit sharing?

A

equally shared, even if contribution is 70/15/15

23
Q

loss sharing?

A

equally shared, just like profits

24
Q
  1. if you agree to split profits 60/40 and say nothing about losses, how do you split losses?
  2. if you agree to split losses 60/40 and say nothing about profits, how do you split profits?
A
  1. DEFAULT = losses shared same as profits

2. Even if you discuss losses being split unevenly, PROFITS SPLIT EVENLY

25
Q

general partnership dissolves upon (2 things)

A

A general partnership dissolves upon ANY MATERIAL CHANGE IN PARTNERSHIP CAUSED BY 1. DEATH OR 2. WITHDRAWAL OF ANY GENERAL PARTNER

26
Q

diff b/t termination and dissolution of partnership? what happens in between?

A

dissolution comes first. WINDING UP PERIOD in which remaining partners liquidate partnership assets to satisfy creditors. then you have termination

27
Q

are individual partners still liable on Ks in wind up phase: 1. for Ks entered into to satisfy existing creditors? 2. new Ks entered into during wind up?

A
  1. yes, partnership and all partners personally liable on all Ks to satisfy existing creditors.
  2. New transactions in winding up still incur partnership and individual partners still liable on new Ks until ACTUAL NOTICE OF DISSOLUTION GIVEN TO KNOWN CREDITORS AND PUBLICATION NOTICE GIVEN TO ALL POTENTIAL CREDITORS.
28
Q

What is priority of creditors of partnership in winding up? 4 stages

A
  1. outside creditors
  2. inside creditors (partners)
  3. REPAY CAPITAL CONTRIBUTIONS
  4. profits distributed equally absent agreement on profit sharing
29
Q

what is partner’s rights and liabilities in winding up?

A
  1. each partner must first be paid their loans, then all partner capital contributions, then profit distributions equally
  2. liabilities
30
Q

if partnership of A, B, and C is in wind up and broke and hasn’t paid back $200K capital contribution to partner C, then?

A

A, B, and C must chip in 1/3 each of the 200K to pay back C’s capital contribution.

31
Q

Each partner winding up partnership always gets back their ______ and ______

A

loans and capital contributions (the owed partner will chip in)

32
Q

limited partner has at least 1 ___ and at least 1 ____

A

minimum of 1 general partner and 1 limited partner

33
Q

formality of forming a LP?

A

file LP CERTIFICATE with dept of statecontaining all general partners’ names

34
Q

WRT general partners, how does liability differ b/t limited partnership and general partnership?

A

same in both, but as general partners of limited partnership they have the right to manage the business

35
Q

limited partners are liable for limited partnership’s liabilities: T/F? limited partners can manage limited partnership and maintain limited liability?

A
  1. limited partners have limited liability

2. if a limited partner manages limited partnership, he gives up limited liability

36
Q

LLP means?

A

limited liability partnership

37
Q

formalities of LLP?

A

file certificate of registration with dept of state

38
Q

LLPs must be running a _____

A

professional organization (e.g., a law firm)

39
Q

if you’re running registered LLP, are general partners liable for partnership liability?

A

No. No partners liabilities for partnership.

40
Q

**what is LLC? hybrid b/t? benefits and ownership of LLC?

A

limited liability corp. hybrid b/t corp and partnership in which the OWNERS (called members) HAVE SAME RIGHTS AND LIMITED LIABILITY OF SHs & BENEFITS OF PARTNERSHIP TAX TREATMENT

41
Q

how do you form LLC in NY?

A

file ART OF ORGANIZATION WITH DEPT OF STATE AND PUBLISH SUMMARY OF ARTICLES IN AT LEAST TWO NEWSPAPERS, and then you MAY adopt an operating agreement

42
Q

managers of LLC act just like _____ in corporation?

A

Board of Directors –> managers and BOD manage

43
Q

In NY, you can’t transfer a FULL membership interest in LLC without either 1. or 2.

A
  1. majority consent of the membership interests OR

2. As provided in operating agreement

44
Q

2 situations where LLCs dissolve

A

company dissolves upon:

  1. maj vote of membership interests or
  2. as provided in operating agreement

Agency & Partnerships (1 decks)

Brainscape helps you reach your goals faster, through stronger study habits.
© 2024 Bold Learning Solutions. Terms and Conditions