321_partnership___llc_slides_08_Presentation

321_partnership___llc_slides_08_Presentation -...

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ANNOUNCEMENTS Reading: Text 597-601; Cases 4-8. is available at Kraftee’s – 207 Dryden Road in collegetown. And what do we do with our cell phones when we come to class?
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Does a Partnership Exist? A sharing of profits and losses? Joint ownership of the business? Equal right to manage the business? See In re Well’s Will . See Chaiken v. Employment Security Commission, Case 31-1, text at 591
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Miscellaneous Issues Partnership by estoppel Friedman v. New Westbury Village Ass’n Characteristics of partnerships Types of partnerships Role of statutes in partnership law Business name Who may be a partner?
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Partnership Property Held in whose name? Tenancy in partnership Partnership as a separate entity See Thomas v. Lloyd , Case 31-2, text at 592. See People v. Zinke .
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Partnership Agreement Identify partners Name of partnership Nature of the enterprise Duration of partnership Contributions of capital Contributions of services/duties of partners Manner of sharing profits/losses
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Partnership Agreement, con’t Restrictions on partners’ actions, if any Withdrawal rights and procedures on termination See Bailey v. Fish & Neave
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Partnership Relationship Partners’ authority Partners’ duties Partners’ rights Partners’ remedies
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Partners’ Authority management decision-making ordinary actions -- usually majority rules special situations -- super majority authority of individual partners express implied apparent authority
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Supermajority needed alter essential nature of firm’s business alter capital structure admit new partners assign partnership property into trust for benefit of creditors or dispose of goodwill
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321_partnership___llc_slides_08_Presentation -...

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