Rights and Liabilities Between General Partners

Question 1

GP’s are fiduciaries of each other and the partnership

Answer 1

Duty of Loyalty-

no self-dealing, no usurping corp opportunities, and no secret profits

Question 2

Action for Accounting

Answer 2

GP may recover losses that are caused by breach and may also disgorge profits

Question 3

Partner’s rights in partnership property and liquidity- specific partnership assets, share of profits & surplus, and share in management

Answer 3

Specific partnership assets,such as land is owned by GP itself and may not be transferred without partnership authority

Share of Profits and Surplus- personal property owned by individual partners

Share in Management- GP owns!

Question 4

Test to determine whether asset is partnerships or partners

Answer 4

whose money was it?

Question 5

Management of GP

Answer 5

Absent an agreement, each partner entitled to EQUAL control

Question 6

Salary for GP

Answer 6

Absent agreement, no salary

exception for helping to wind-up business

Question 7

Partner’s share of profits and losses

Answer 7

Absent an agreement, share profits equally and share losses like profits