Texas Partnership Law

Front 1

Partnership: What are the factors to determine if someone is a partner? (Factors, not elements)

Back 1

1. Intent
2. Capital (not required)
3. Control (even if not exercised)
4. Sharing profits (just one factor)

Front 2

Partnership: Define partnership:

Back 2

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

Front 3

Partnership: When does property belong to the partnership?

Back 3

1. Acquired in the partnership's name.
2. Acquired in the name of one or more partners if instrument xferring title indicates that it is for the partnership.

Front 4

Partnership: When is property presumed to belong to the partnership?

Back 4

When it is acquired with partnership funds.

Front 5

Partnership: For what reasons may a partner use partnership property without needing consent?

Back 5

Only for partnership purposes.

Front 6

Partnership: What is a partner's interest in the partnership?

Back 6

The right to receive profits. May be assigned, transferred, or devised. Subject to CP law.

Front 7

Partnership: How do partners split profits?

Back 7

UOA, equally - not in proportion to the contribution.

Front 8

Partnership: Does the partnership have the right to limit any partner's liability to a third party?

Back 8

No - only the TP can consent.

Front 9

Partnership: If a partner pays out on partnership debt, what may they get back from the partnership?

Back 9

Amount paid out plus interest.

Front 10

Partnership: What duties are owed to the partnership by a partner (a fiduciary)

Back 10

1. Duty of care (OPP)
2. Duty of loyalty
3. Duty to exercise GF
4. Duty to render full information about p'ship upon request.

Front 11

Partnership: What confers actual authority on a partner?

Back 11

1. Partnership agreement
2. Vote of partners
3. Statute (every partner agent for carrying on business in usual way)

Front 12

Partnership: What creates apparent authority in a partner?

Back 12

1. Title
2. Past dealings
3. Dealing of similar area firms.

Front 13

Partnership: If a partner conveys real property without authority, may they get it back?

Back 13

1. Initial transferee: Yes.
2. Subsequent BFP? No.

Front 14

Partnership: What is the partnership liable for?

Back 14

Partnership obligations.

Front 15

Partnership: What are partners liable for?

Back 15

All K and Tort partnership obligations, jointly and severally.

Front 16

Partnership: To whom is a withdrawn partner liable?

Back 16

1. Existing creditors unless released.
2. Susequent creditors who rsbl believed was partner & unaware of withdrawal, for 2 years after separation.
3. To other partners if withdrawal wrongful.

Front 17

Partnership: What happens if a partner withdraws from a partnership for a particular purpose before completion?

Back 17

Liable for breach of contract.

Front 18

Partnership: How long after withdrawal does a partner have apparent authority?

Back 18

One year.

Front 19

Partnership: Who has the right to wind up?

Back 19

Partners who have not wrongfully withdrawn.

Front 20

Partnership: If one partner requests winding up, does it have to happen?

Back 20

No, partnership at will continues if majority-in-interest want to continue.

Front 21

Partnership: When a partnership is being wound up, and debts are greater than assets, what happens?

Back 21

Creditors get paid pro rata out of the assets.

Front 22

Partnership: How is a LLP diferent than a general partnership?

Back 22

ONLY in that partners in an LLP have almost no vicarious liability.

Front 23

Partnership: For what issues does a partner in an LLP have liability?

Back 23

1. His own wrongful acts, malpractice, etc.
2. Tort committed by other if partner a) was directly involved, or b) was supervising, or c) had notice or knowledge of the tort & did nothing.

Front 24

Partnership: For what is an LLP liable>?

Back 24

Torts committed within the scope of its business & K executed by an agent with actual authority or substitute thereof.

Front 25

Partnership: In a limited partnership, what can limited partners lose?

Back 25

Only their capital contributions.

Front 26

Partnership: What is the exception to a limited partner's limited liability?

Back 26

When they take part in control.