Partnership Law Issue Statements

Front 1

Opening Argument

Back 1

A partnership under the Washington Revised Uniform Partnership Act (RUPA) is an association to carry on and manage as co-owners a business for profit.

Front 2

Definition of partnership

Back 2

• Under Washington law, a partnership is an association of two or more persons to carry on and manage as co-owners a business for profit. Expressed intent to form a partnership is not required.

Front 3

Partner liability

Back 3

• Partners have unlimited joint and several liability for all partnership debts.

Front 4

Binding PS in contract

Back 4

• The apparent or inherent authority of a partner in carrying out the ordinary course of partnership business binds the partnership in contract.

Front 5

PS Vicarious liability for torts

Back 5

• Tort vicarious liability to the partnership may be present if the partner was acting in the ordinary course and scope of the partnership business.

Front 6

Presumptive evidence of PS

Back 6

• Sharing of profits is presumptive evidence of a partnership. All partners share equally in the profits and losses of the partnership unless otherwise agreed.

Front 7

Satisfying PS creditors

Back 7

• Partnership creditors may go against property held in an individual partner’s name if partnership assets were used for the acquisition, but mere partnership use is normally insufficient.

Front 8

Fiduciary duty of partners

Back 8

• All partners are fiduciaries with a duty of loyalty, including the requirement to exercise due care, operate in good faith and fair dealing, not compete or take partnership opportunities, and account to the partnership for any property or benefit received.

Front 9

Dissociation

Back 9

• Dissociation occurs when a partner withdraws, is expelled, or upon death or incapacity of a partner.

Front 10

Transfer of PS interest

Back 10

• A conveyance of a partner’s ownership interest merely transfers the right to receive profits and losses, but not participation in management.

Front 11

When LP becomes liable

Back 11

• A limited partner who actively participates in the business and holds himself out as partner becomes liable.

Front 12

When a LP turns into a general PS

Back 12

• Failure to properly file a LLC, LP, or LLP certificate or statements will result in general partnership status with unlimited owner liability.