Revised if Express is Acquired by a Fiduciary to Manage an Agent’s Dissociation and Dissolution of an LP

Question 1

Revised

Answer 1

Revised GP Implied

(1) Revised = Uniform Pship Act + CL agency, contracts, torts.
(2) GP = ass. of 2 or intend to carry on as co-owners a business for profit; Default org. in WA
(3) Implied != PA, nothing filed with SOS, but trade names register; sharing profits/losses = presumptive

Question 2

Express

Answer 2

Express Profits Assign

(1) Express != SOF if indefinite; Any R. good or service exchanged for interest
(2) Profits/losses = split equally, but can agree differently; Capital account = contributions/distributions
(3) Assign = income streams, unless precluded != management rights, does not make partner

Question 3

Acquired

Answer 3

Acquired Services

(1) Acquired property = used partnership asset = presumption of partnership property, but personal assets used for partnership purposes != assets
(2) Services != compensation unless extraordinary circumstances

Question 4

Fiduciary

Answer 4

Fiduciary Breach

(1) Partners = fiduciaries to partnership and other Ps = DINA = duty of care (gross), in good faith/fair dealing, not compete (taking opportunity), account for benefits received = right to access books and records
(2) Breach = partnership can sue != dissolve partnership

Question 5

Manage

Answer 5

Manage Decisions

(1) Manager affairs = right, but can divide or assign a general manager, adopt rules in PA
(2) Decisions = majority, unless extraordinary = unanimous

Question 6

Agent

Answer 6

Agent Liability

(1) Agent = each GP can bind partnership via actual, implied, apparent conduct/manifestations; Partnership = indemnification
(2) Liability = joint and several for each GP for all debts, but prior to dissociation; not taxed twice

Question 7

Dissociation

Answer 7

Dissociation Express Notice

(1) Dissociation = expulsion = wrongful conduct, PA permits, judicial; Wrongful = violate PA, before term
(2) Express at will = dissolution, unless precluded by PA != joint venture, term, else remaing Ps purchase pro rate share offset by damaged
(3) Formal statement = notice to dispel inherent authority, constructive = 90 days after filing; 2 year time window for creditors to go after Ps or Pship

Question 8

Dissolution

Answer 8

Dissolution Winding

(1) Dissolution = PA or half of remaining Ps decide = illegality, judicial = economic frustration
(2) Winding up = liquidate assets, creditor paid, deficiency = assesses required contribution; else loans from Ps, then according to capital account

Question 9

LP

Answer 9

LP Filing Distributions

(1) LP = only liable up to capital contribu. != agent = only duty of good faith/fair dealing
(2) Filing = w/LP designation, 1 GP, agent for SP, annual reports and fees
(3) Distributions = according to capital contributions