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Rights of partners in their interactions with other partners;oRight to share managementoRight to share in profitsoRight to compensationoProperty rightsoRight to partnership interestoRight to inspect booksoRight to an accountantAre all members of a partnership liable for interactions with third parties?Interactions between partners and third parties:oEach partner is an agent for the partnershipoPartners have actual authority to bind the partnership in anagreement.oPartners do not have the implied authority to sell any property without consent from other partners.oPartners are jointly liable for partnership debts.oIf a partner commits a tort/breach the partners are jointly and severally liable.oA new partner assumes liability for any obligations that occurred before she/he was added.Johnson v. St. Therese Medical Center (briefed below) considers how partners in a partnership can be held liable for the negligence of one partner.Point/Counterpoint: Should a minor be allowed to enter into a business partnership?Teaching tip: Here are some questions to help you tie the Point/Counterpoint into class discussion:Do you agree with the “yes” or the “no” side of this debate?Analyze this statement: The more a person learns about the U.S. legal system, the more likely the person is to agree with the “no” side of the debate.CASE BRIEFS WITH ANSWERS TO THE QUESTIONS36-2
Chapter 36 - Partnerships: Nature, Formation, and OperationCase 36-1 Ingram v. Deere, 52 Tex. Sup. 1030 (2009). Case BriefIssue:Did Drs. Ingram and Deere create a partnership when they started a pain clinic?Facts: Drs. Ingram and Deere started working together at a pain clinic. For fourteen months, they operated under an oral agreement. Then Dr. Ingram offered a written agreement to memorialize their arrangement. Dr. Deere was unhappy with the written agreement and sued under a wide range of theories.Procedural History: The appellate court found a partnership. Here, the highest court of Texas reverses. Holding: The doctors did not create a partnership for their pain clinic.Reasoning:Texas’s partnership act does not require direct proof of the parties’ intent to form a partnership.A share of profits as wages or other compensation to an employee or independent contractoris not indicative of a partnership interest in the business. Dr. Ingram wrote checks to Dr. Deer as a “medical consultant.”Deere has insufficient evidence to show that both parties expressed their intent to be partners. Dr. Deere never signed the lease, etc. He paid how own medical malpractice insurance, etc.Dr. Deere did not have control in the business, e.g., he was not allowed to see the books andrecords.Many topics were left un-discussed, e.g., what would happen with losses.There is no evidence that Dr. Deere contributed money or property to the clinic as a partner.Answers to the questionsCritical ThinkingThe court went through a list of factors and, with each, discovered that Dr. Deere had little to do with the business aspects of running a pain clinic. It is possible that Dr. Deere does not have much