Rights and Liabilities Between Partners:

Question 1

Fiduciaries

Answer 1

Duty of Loyalty (no self-dealing; usurping opportunity; secret profits).

Question 2

Remedy Against Partner

Answer 2

Action for accounting – recover losses caused by breach AND disgorge profits

Question 3

Partnership Property

Answer 3

No transfer of specific P assets w/o P authority (e.g. land, leases or equipment).

Personal Property: can transfer profits/surplus owned by individual Ps to 3rd party.

Share in Mgmt: GPs have right to share management but may not transfer.

Question 4

Management

Answer 4

Each P entitled to equal control and vote, absent agreement.

Question 5

Each P entitled to equal control and vote, absent agreement.

Answer 5

Absent agreement, Ps don’t get salary unless winding up.

Question 6

Profits/Losses

Answer 6

Absent agreement, profits shared equally; losses shared like profit.