Partnership

Front 1

What is a partnership?

Back 1

An association of 2 or more persons to carry on as co-owners of a business for profit

Front 2

What are the Non-waivable aspects of partnership (7)

Back 2

1. Right to access books
2. Duty of Loyalty and care
3. Power to dissociate as a partner
4. Power to expel a partner
5. Round up required in the event of either illeality of the business or certain judicial determinations that continuing the business is not practicable or equitable.
6. Right of third parties
7. Duty of good faith and fair dealing

Front 3

When is a partnership created?

Back 3

When 2 or more people decide to carry on as co-owners of a business.

Front 4

Is a writing required to form a partnership?

Back 4

Generally no.

Front 5

If someone else wants to join the partnership, how many of the current partners must approve?

Back 5

All partners, unless otherwise agreed

Front 6

What will raise a presumption of a partnership?

Back 6

Sharing of Profits

Front 7

What will rebutt the presumption that sharing profits is a partnership?

Back 7

1. It is payment of a debt
2. Serivices paid to IC, or wages
3. Rent
4. An annuity or retirement for old partner
5. Interest of a loan
6. Sale of good will

Front 8

What is a subpartner

Back 8

A person who shares a portion of a partners income...not a partner.

Front 9

What is partnership capital?

Back 9

It is the property or money contributed by each of the partners for the purpose of carryng on the partnership's business.

Front 10

What is partnership property

Back 10

Everything the partnership owns, consisting both of the capital contributed by its members AND the properties subsequently acquired in partnership transactions.

Front 11

Types of partnership property

Back 11

Titled and untitled

Front 12

What are the two ways to determine that property is titled?

Back 12

It will either be
1. Titled in the name of the partnership OR
2. In the name of the partner, but the note transfering notes the partners capacity as a partner or the existance of a partnership.

Front 13

What is the presumption of property purchased with partnership funds

Back 13

It is presumed to be partnership property, regardless of whose name it it held.

Front 14

If property was not 1. purchased with partner funds, 2. titled in the name of the partnership or 3. the name of a partner in his capacity as a partner does not appear on the note, what is the presumption.

Back 14

It is presumed to be the partners property.

Front 15

What will the court look at to see if the property is untitled partnership property?

Back 15

1. Purchased with partnership funds
2. Use of the property by the partnership
3. Entry in partnership books as an asset
4. Close relationship of the property and the business
5. Improvement of hte property with partnership funds
6. Maintenance of prop w/ partnership funds.

Front 16

What two interests does a partner have in a partnership?

Back 16

1. management and other rihts
2. Right to share in the partnership profits and losses and receive distrobutions.

Front 17

Can a partner transfer his interest in management? Interest in profits, losses and distrobutions?

Back 17

NO, YES

Front 18

Absent agreement, each partner is entitled to ___ share of the profits

Back 18

His share

Front 19

RIght to participate in management

Back 19

Absent an agreement, all partners have equal rights in the management of the partnership business.

Front 20

Absent agreement, Decisions in the ordinary course of business need a ____ vote, while decisions outside the ordinary course of business require the consent of ____ partners.

Back 20

Majority, All

Front 21

What two interests does a partner have in a partnership?

Back 21

1. management and other rihts
2. Right to share in the partnership profits and losses and receive distrobutions.

Front 22

Can a partner transfer his interest in management? Interest in profits, losses and distrobutions?

Back 22

NO, YES

Front 23

Absent agreement, each partner is entitled to ___ share of the profits

Back 23

His share

Front 24

RIght to participate in management

Back 24

Absent an agreement, all partners have equal rights in the management of the partnership business.

Front 25

Absent agreement, Decisions in the ordinary course of business need a ____ vote, while decisions outside the ordinary course of business require the consent of ____ partners.

Back 25

Majority, All

Front 26

Indemnification of partners

Back 26

Partnership must indemnify partners for payment reasonably made and obligations reasonaly incured by a partner carrying on the business.

Front 27

Can a partnership be sued as a separate legal entity?

Back 27

Yes

Front 28

how can someone reach a partners personal assetts?

Back 28

They need to be personally named in a suit.

Front 29

What type of actions can a partner bring against another partner?

Back 29

Breach of agreement, or violation of duty owed to partnership.

Front 30

On what grounds can a partner sue the partnership?

Back 30

-Under rights created by RUPA
-Breach of partnership agreement
-Rights otherwise belonging to the partner (i.e. personal injury aand tort

Front 31

When does an act by a partner bind the partnership (apparent authority)

Back 31

1. Act of any parter
2. Apparently carrying on in the ordinary course of business will bind the partnership unless
a. partner has no authority to act AND
b. person who partner was dealing with knew or had notice.

Front 32

Types of Civil liability of partners

Back 32

Contract and Civil

Front 33

Contract liability for partners:

Back 33

Partners are liable on K's made by a partner in the scope of partnership and any other K's expressly authorized by the partners.

Front 34

Tort Liability for partners

Back 34

Partners are liable for torts committed by a partner in the ordinary course of business.
-This liability covers frauds committed by copartner, even though the other partners have no connection with the fraud.

Front 35

What type of liablity is held by the partners?

Back 35

Joint and several liability for all obligations.

Front 36

Will a judgment be personally binding on a partner if she wasn't personally served?

Back 36

NO

Front 37

To what extent is each partner liable?

Back 37

They are required to pay their pro rata shares of the payment if the partnership is unable to indemnify.

Front 38

When will the acts of a person subject a partnership to liability? (incomming partner)

Back 38

WHen that person becomes a partern. Acts before they became a partner will not hurt the partnership.

Front 39

Liability of an outgoing partner

Back 39

The member will remain liable on all obligations incured while a member of the partnership, unless there has been payment, novation