Partnerships Part 2 Flashcards
In the absence of an applicable law or agreement to the contrary [These are default features]
RUPA 410(f): all partners have _______ _______ in the management and conduct of the partnership business.
equal rights
In the absence of an applicable law or agreement to the contrary [These are default features]
RUPA 410(f): all partners have equal rights in the ________ and ________ of the partnership business.
management and conduct
In the absence of an applicable law or agreement to the contrary [These are default features]
RUPA 401(j): if partners disagree about ordinary matters within the scope of the partnership business, the vote of a ________ of partners controls; extraordinary transactions require the _______ _______ of partners.
majority
unanimous consent
In the absence of an applicable law or agreement to the contrary [These are default features]
RUPA 401(j): if partners disagree about _______ ________ within the scope of the partnership business, the vote of a majority of partners controls; _______ _________ require the unanimous consent of partners.
ordinary matters
extraordinary transactions
If it is outside the ordinary partnership, you need ______ ______.
unanimous consent
Different standards for how to manage a partnership. If you do not have a _______ ________ there are default rules that are always going to apply.
partnership agreement
Default Rules - Partnership law – analysis
* RUPA applies unless the partners agree otherwise. RUPA § 105(a); UPA § 18.
* UPA/ RUPA is a gap filler
* Note: RUPA is much more detailed than UPA about modifying default rules. UPA § 18.
* Within the ordinary course of business, you need a majority vote to approve it and if it is outside the ordinary course of business, you need a unanimous vote to approve it – that is the default.
1!
!!
When there is a question of partnership law:
1. ?
2.
3.
- what its he default rule?
When there is a question of partnership law:
1.
2. ?
3.
- Does the partnership agreement vary the default rule?
When there is a question of partnership law:
1.
2.
3. ?
- If the partnership agreement tried to vary the default rule, is the partnership agreement enforceable?
A difference arising as to a matter in the ________ ______ ____ ________ of a partnership may be decided by the majority of the partners. (RUPA § 401(k)).
ordinary course of business
A difference arising as to a matter in the ORDINARY COURSE OF BUSINESS of a partnership may be decided by the ________ of the _______. (RUPA § 401(k)).
majority of the partners
A difference arising as to a matter in the ________________________________________.
ordinary course of business of a partnership may be decided by the majority of the partners
An act __________ _____ ______ ______ _____ _______ of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of ALL the partners. (RUPA § 401(k)).
outside the ordinary course of business
An act OUTSIDE the ordinary course of business of a partnership and an _________ to the _________ _______ may be undertaken only with the consent of ALL the partners. (RUPA § 401(k)).
amendment to the partnership agreement
An act OUTSIDE the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the ________ of _____ ____ ________. (RUPA § 401(k)).
consent of all the partners
An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the _______________.
consent of all the partners. RUPA § 401(k)
2 things that require unanimous vote of consent
1.
2.
- acting outside the ordinary course of business
- making an amendment to the partnership agreement
Buying soap for car wash, cups for Italian ice store
A decision can be made by?
majority vote
Outside the ordinary course or amendment you need ______ ______.
unanimous consent
______ ____ ____ (“Beyond the Powers”) (RUPA § 301, UPA § 9).
Ultra vires Acts
Ultra vires Acts (“Beyond the Powers”) (RUPA § 301, UPA § 9).
(1) Each partner is an agent of the partnership for the purposes of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the person was dealing knew or should had received a notification that the partner lacked authority.
!!
!!
Ultra vires Acts (“Beyond the Powers”) (RUPA § 301, UPA § 9).
(2) An act of the partnership which is not apparently for carrying on the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership only if the act was authorized by other partners.
!!
!!
An _____ of the _______ apparently in the ordinary course of business binds the partnership UNLESS the partner did not have authority AND the third party knew/received notice that the partner had no authority. The action only binds the partner!
act
partner
