partnership & llc slides 11 - ANNOUNCEMENTS l...

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ANNOUNCEMENTS l Reading: Text 956-969. l is available at Kraftee’s – 207 Dryden Road in collegetown - $14.75. l See Revised Uniform Partnership Act Course website – “External Links” l No cell phones, please
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Does a Partnership Exist? l A sharing of profits and losses? l Joint ownership of the business? l Equal right to manage the business? l See In re Well’s Will . l See Fitchie v. Yurko, Case 35-1, text at 920 l See Norman v. Montgomery Wholesale Lumber , Case 36-1, text at 939
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Miscellaneous Issues l Partnership by estoppel Friedman v. New Westbury Village Ass’n l Characteristics of partnerships l Types of partnerships l Role of statutes in partnership law l Business name l Who may be a partner?
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Partnership Property l Held in whose name? l Tenancy in partnership Tenancy in property l Partnership as a separate entity l See People v. Zinke . l See RUPA §§203 and 204.
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Partnership Agreement l Identify partners l Name of partnership l Nature of the enterprise l Duration of partnership l Contributions of capital l Contributions of services/duties of partners l Manner of sharing profits/losses
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Partnership Agreement, con’t l Restrictions on partners’ actions, if any l Withdrawal rights and procedures on termination
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Partnership Relationship l Partners’ authority l Partners’ duties l Partners’ rights l Partners’ remedies l See text chapters 33 and 34 for review of agency principles
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Partners’ Authority l management decision-making ordinary actions -- usually majority rules special situations -- super majority l authority of individual partners express implied apparent authority
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Supermajority needed l alter essential nature of firm’s business l alter capital structure l admit new partners l assign partnership property into trust for benefit of creditors or dispose of goodwill l confess judgement against partnership l use p’ship assets to satisfy personal debt l take any act that would make conduct of further partnership business impossible
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Partners’ Authority l Express authority
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partnership & llc slides 11 - ANNOUNCEMENTS l...

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