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Bus Law-Old Prelim I Outline

Bus Law-Old Prelim I Outline - Daniel Opisso HA 385 Prelim...

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Daniel Opisso HA 385 Prelim 1 Review Outline 9/27/05 1. Partnerships a. Elements / Existence 1) The existence of a partnership is a question of the parties intent and is bases upon all the facts and circumstances surrounding the formation of the relationship at issue. 2) A Partnership arises when : i. There is an association of 2 or more parties with a common benefit ii. To carry on a business (on going business, not just 1 deal) iii. As Co-Owners – (each partner contributes property or services to the venture) iv. For Profit – (each party has a community of interest in the profits) b. Rules applied to partnerships i. Default Rules (this is in the case where specific stipulations do not exist) 1. Each partner entitled to an equal voice in management 2. Each partner is entitled to an equal share of profits regardless of capital contributions 3. Each partner shares in losses in same proportion as profits 4. Partnership books and records kept at central office ii. Rules applied irrespective of Partnership agreement Facts 1. Each partner is agent to partnership 2. Each partner personally liable without limit for liabilities of partnership 3. Each partner owes other partners fiduciary duty – higher level of duty to the partner, more than just an arms length business transaction c. Dissolution – A change in the relationship of partners caused by a partner ceasing to be associated in carrying on of the business. (See Altman v Altman to see what must be shown to have a ceasing to be associated.)
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Generally, 3 Steps in dissolution 1. Dissolution a. Partners decide not to be associated any longer OR b. Court terminates partnership 2. Winding up a. Firm assets are distributed b. Creditors are satisfied 3. Termination a. Partnership ceases to exist b. All activities, debts, Ks, etc are terminated ii. Voluntary Act – each member of the partnership agrees to dissolve the partnership and cease doing business without violation of the partnership agreement. 1.
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Bus Law-Old Prelim I Outline - Daniel Opisso HA 385 Prelim...

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