385exam2notes - 385 prelim 2 notes PARTNERSHIP-5 elements,...

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PARTNERSHIP-5 elements, agreements no necessary, Partnership at will=no documents necessary 1-2 or more legal persons 2-voluntary associating 3-to carry on business for some purpose 4-as co-owners (no reg set checks-looks like employee not partner) 5-for profit no losses o RULES ABSENT AGREEMENT 1. each partner entitled to equal voice in mgmt 2. each partner entitled to equal share in profits, regardless of capital contribution 3. each partner shares losses in same proportion as profits 4. books kept at central office o RULES IMPOSED REGARDLESS OF AGREEMENT 1. each partner is agent of partnership 2. each partner jointly & severally liable w/ out limit for partnership debts/liabilities 3. each partner has fiduciary duties DISSOLUTION =change in relationship b/w partners caused by any partner ceasing to be associated w/ the carrying on of the business o W/OUT violating agreement occurs when 1. fulfillment of partnership purpose or expiration of time 2. partner who quits 3. unanimous decision to dissolve 4. partner who is kicked out o W/ violating agreement 1. w/drawal of partner contrary to terms 2. expulsion of partner contrary to terms o BY OPERATION OF LAW 1. law makes purpose of partnership illegal 2. partner dies 3. partner becomes bankrupt o BY COURT ORDER 1. insanity of partner 2. incapacity of partner (jail, medical, etc) 3. misconduct (according to agreement) 4. evidence a partnership can only be operated at loss WINDING UP =termination of the carry on of business w/ a liquidation of assets o Dissolution W/OUT violation 1. w/drawing partner is entitled to winding up
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This note was uploaded on 02/07/2012 for the course HADM 387 taught by Professor Sherwyn during the Spring '08 term at Cornell University (Engineering School).

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385exam2notes - 385 prelim 2 notes PARTNERSHIP-5 elements,...

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