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26 Cards in this Set

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How does a partnership arrise?
from an agreement, express or impllied between two or more persons to carry on a business for a profit.
Are partnerships governed both by common law conceps and by statutory law?
yes
What is a partnership based on?
coluntary contract btwn 2 plus persons who agree to place some or all of their funds or other assets, labor, and skill in a businss w the understanding that profits and losses will be SHARED
WHat is a nonpartnership agency relationship like? (double check)
the agent usualy does not have an ownership interest in the business, nor is he or she obligated to bear a portion of ordinary business losses
Do agency principles apply in a partnership? and why
Yes, because each afent is considered the agent of the other partners
What does UPA stand for and what does it govern?
Uniform Partnership Act.

It governs the operation of partnerships and reduces controversies in the law relation to partnerships
What are the important elements courts usually look for n resolving disputes over whether or not a partnership exists?
1.) sharing..
2.) joint..
3.) equal..
1.) Sharing of profits and losses

2.) joint ownership of the business

3.) equal right in the management of the business
Does joint property ownershio itself establish a partnership?
no, even in sharing profits. But, sharing profits and losses may indicate a partnership
What does partnership as an entity mean?
partnerships may sue and be sued in the anme of the partnership, hold title to real property, or file bankruptcy
what does partnership as aggregate mean?
for tax purposes, income and losses are "passed through" to the parners on their individual tax returns
What three ways can a partnership come about?
oral written, or implied
In the partnership agreement, Partnership for a term can consist of what two durations?
1.) a designated date
2.) until the completion of a particular project
Duration of the partnership:
what is a partnership at will?
if no fixed duration is specified. meaning, any partner can dissolve the partnership at any tome without any violating any agreements
What is partnership by estoppel? (similar to an agency by estoppel)
a person who is not technically a partner can be help liable as a genral partner for any debts and damages owed to a 3rd party.
-what is interet in the partnership consists of?
-and what if there is no specifies proportion?
-each partner is entitles to the propotion of business profits and losses.

-its split equally
what are the fiduciary duties?
duty of loyalty and care owed by partner to the partnershio and the other partners
what is partner dissociation?
when a partner ceases to be associated in the carryin on of the partnership business
what ways can cause a partner to be dissociated from a partnership
1.) by voluntarily giving notice of "express will to withdraw"
2) by the occurrence of an event agreed to in the partership agreement
3.) by unanimous ote of ther other partners under certain circumstances.
waht happens to a person that wrongfully dissociate?
that person is liable to for any damages caused by the dissociation.
2 stages of termination of a partnership. explain them

1.) dissolution
2.) winding up
1.) DISSOLUTION: occurs when any partner initiates proceedings to terminate the partnersh9o when an event specified in the partnership occurs.

2.) WINDING UP: the actualy process of collecting and distributing the parnerships assets. after winding up, the partnerships legal existence is terminated
LLP (limited liabitiy partnership) is mostly for who?
professionals who normally do business as partners.
how can a llp be formed?
must file with secretary of states and use llp in name
what are the advantages of llp?
kimits personal liability and allows tax advateages of all partnerships. (pass-through)
unlike a general partnership, what does a llp avoid?
malpractice liabitily
what type of partners does a limited partnership consists of
atleast 1 general partner and one ore more limited partner
What does a limited partner contribute?
cash or otehr property and owns an interest in the firm but does not undertake any management responsibilitys.