partnerships & agency

Question 1

Dissociation

Answer 1

a change in the relationship of the partners caused by any partner ceasing to be associated with carrying on of the business

Question 2

How can a partner become dissociated?

Answer 2

(1) oral/written notice partner’s express will to withdraw
(2) happening of an agreed event
(3) valid expulsion
(4) partner’s bankruptcy
(5) partner’s death/incapacity
(6) decision of a court
(7) termination of a business entity that is a partner

Question 3

notice of a partner’s express will to dissociate

Answer 3

automatically triggers the partnership’s dissolution

Question 4

wrongful dissociation

Answer 4

when the partner’s dissociation is in breach of the partnership agreement

or if a term partnership, when the P w/draws, is expelled, or bankrupt before term ends

a partner who wrongfully dissociates is liable to the pship for any damages caused by dissociation

Question 5

when does dissolution happen a pship at will?

Answer 5

a partnership is dissolved and its business must be wound up when a partner at will notifies the partnership of his intent to withdraw

Question 6

Binding a partner after dissolution?

Answer 6

a partnership will be bound by a partner’s act after dissolution if the act is appropriate for winding up the partnership business

a pship will also be bound by a P’s post dissolution act where the party with whom the P dealt w/ did not have notice of the dissolution and the act would have bound the pship before dissolution

Question 7

jointly and severally liable

Answer 7

each partner is jointly and severally liable for the obligations of the partnership

where one P pays the whole of pship debt, she may require the other P to contribute his pro rata share of the payment (unless agreement otherwise)