Confidential information typically requires that the

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Confidential information typically requires that the firm treat that information as secretive That the information would somehow be protected by the firm and keep the information out of the hands of other But the information is not confidential because it could be obtained by other people Removal of Files Not breach of fiduciary duty because BAM retained copies of the files
Removal of files was customary among attorneys so this was not a breach The files contained the attorneys’ own work Partnership agreement was silent Financial Attributes o Partnership Accounting A capital account tracks each partner’s ownership claim against the partnership. The claim is determined by the following: Contributions made by each partner to the partnership Each partner’s share of profits or losses from partnership operations Any withdrawals of funds from the partnership and Each partner’s gains or losses upon sale of the partnership or its assets. If selling partnership: must pay out loans first, then surplus goes to partners. Capital account balance does not reflect the true value of that partner’s ownership interest in the partnership What is given by the accountants has nothing to do w/the intrinsic value of the asset, almost 100% of the time Consult an expert to get the intrinsic value o Sharing Profits and Losses Among Partners The allocation of profits and losses is determined by each partner’s interest in the partnership RUPA 807 :Assets of partnerships pay liabilities in following order: creditors (not partners) partner creditor $ owed to partner for repayment of capital $ owed for remaining profits. o Liability of Partners to Third Parties In a general partnership, the liability rules revolve around the possibility of partner a’s actions serve to bind partner b to that third party Control feature in partnerships rests in one partner’s ability to monitor other partners Partners therefore are assumed to a large extent to authorize their co-partner’s transactions relative to the partnership business and third parties A partner is an agent to the partnership Is apparently authorized to represent the partnership in ordinary affairs Ordinary affairs Defined by the agreement In the scope of your partnership Look at what it is the partnership is engaged in regularly Should Partner B be personally liable or should the partnership be liable as an entity?
Today most people think of partnerships as separate legal entities As its own business entity Two BIG Principles Personal liability “All partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law.” RUPA §306(a) Exhaustion The judgment creditor of a partnership may not satisfy the judgment from a partner’s assets unless there is also a judgment against the partner

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