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6 Cards in this Set

  • Front
  • Back
partnership, generally
two + persons who carry on as co-owners of a business for profit
partnership = legal entity
partnership = entity separate from partners

can hold title to land

may sue or be sued
partnership + governing law
partners = free to agree to abide by different rules.

absent agreement, RUPA will govern
formation of partnership
(1) no formal agreement required, can be inferred
-- sharing of profits = presumption of partnership unless $$ = payment for debt, employee salary, rent, annuity/retirement benefit, interest on a loan
-- circumstantial evidence = property held as a jt. tenancy or tenancy in common, parties refer to their relationship as a partnership, venture = extensive activity, sharing of gross returns
purported partners
purported partner = someone not a partner, but held liable as a partner

two requirements
(1) purported partner represented himself as a partner OR consented to be held out as a partner
-- private v. public representation
(a)if representation = private → only the person to whom it was made can rely
(b) if representation = public → anyone can rely
* mere failure to deny a representation of partnership does not give rise to liability *

(2) 3rd party extends credit to the business reasonably relying on belief that the purported partner = actual partner
R.U.P.A. + titled partnership party
(1) titled in the partnership name

(2) instrument transferring title notes the titleholder's capacity as a partner or existence of the partnership, OR

(3) property purchased w/ partnership $$ = rebuttable presumption
(partnership $$ = cash + credit)

presumption of partner's separate property if
(1) property = held in the name of one or more partners

(2) title does not indicate the person's capacity as a partner or mention the existence of a partnership

(3) partnership funds were not used to acquire the property