Partnership

Front 1

Partnership

Back 1

An association of two or more persons to carry on as co-owners a business for profit. Each agent and co-principal of every other partner, as to the partnership business.

Front 2

Formation

Back 2

Look to the intent of the parties
1) no writing, unless partnership cannot be completed within one year.
3) no consideration or capital contribution

Front 3

Duration

Back 3

At will or for a specified amount of time or for a particular undertaking.

Front 4

Property

Back 4

Can be owned by the partnership. Each partner has the right to use all partnership property, but only for partnership purposes.

Front 5

Standards of conduct

Back 5

1) Duty of loyalty= promote the best interest of the partnership. Avoid secret profit. Disclose business opportunities to other partners
2) duty of care= avoid intentional misconduct and knowing violation of the law. Avoid grossly negligent or reckless conduct.
3) obligation of good faith and fair dealing.

Front 6

Rights and powers

Back 6

1) rights to manage
2) profits
3) distribution on liquidation, unless agreed otherwise.
4) apparent authority to bind the partnership to contracts.
5) tort liability for acts within the scope of the partnership
6) Personal liability for all debts, joint and several

Front 7

Ending of partnership

Back 7

1) Dissociation- departure of any partner
2) dissolution- decision to end the partnership existence
3) winding up- finishing all pending business transactions
4) termination-the completion of the winding up process

Front 8

Distribution of assets

Back 8

First to outside creditors
2) debts to partners
3) return of partners' capital
4) profits (equally)
5)Losses are allocated according to the same proportions as profits.

Front 9

Scope

Back 9

Revised Uniform Partnership act

Front 10

Liability- jointly and several

Back 10

1) Personal- creditor can collect entire amount of the debt from any one or more of the partners
2) any partner who pays more than her share is entitled to contributions from other partners.
3) Secondary- means that a creditor must first exhaust partnership assets before collecting from partners individually and must name the partners in the cause of action