Florida Bar- Partnership

Front 1

Define partnership

Back 1

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

Front 2

What is RUPA and what can't a partnership agreement change about it.

Back 2

The governing law for both joint ventures and partnerships. The agreement can't:
1) eliminate the duty of loyalty
2) unreasonably reduce the duty of care or
3( eliminate the obligation of good faith and fair dealing.

Front 3

Does the pship agreement need to be in writing?

Back 3

No, and it doesn't even have to be explicitly verbalized. It may arise out of the actions of the parties.

Front 4

What is prima facie evidence of an intent to form a partnership?

Back 4

Sharing of profits.

Front 5

What are factors that indicate a formation of a partnership?

Back 5

1) joint ownership of property
2) contributing capital to a business
3) sharing gross income but not profits

Front 6

What is the property that belongs to the partnership itself?

Back 6

1) all property the partners originally bring into the partnership at the time of formation and
2) all property subsequently acquired on account of the partnership.

Front 7

What about real property and partnerships?

Back 7

It can be acquired in the pship's name and if so, it may only be conveyed in the pship's name. Pship property is owned by the pship as an entity. Partners have no interest that can be transferred either voluntarily or involuntarily in specific partnership property.

Front 8

property Rights of a partner

Back 8

1) his rights along with copartners in specific Pship property for furthering the pship business
2) his interest in the partnership
3) his right to participate in the management of the pship.

Front 9

relationship between partners- what are the duties of partners

Back 9

Fiduciary duties include: 1) loyalty, 2) care
Partner's duty of care to pship and other partners in conduct and winding up of the pship business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of the law.

Front 10

Accounting. Any partner shall have the right to a formal accounting of pship affairs when....

Back 10

1) if he is wrongfully excluded from the pship business or possession of tis property by his copartners.
2) if the right exists under the terms of any agreement or
3) whenever other circumstances render it just and reasonable.

Front 11

Competition

Back 11

a partner may not compete with a pship without consent of all partners. If he does compete he needs to account for all profits.

Front 12

Management

Back 12

Unless otherwise agreed, all partners have equal rights in the management and conduct of pship business.

When partners are not in unanimous agreement during ordinary course of business a majority rules.