Fiduciary Duties
General partners owe to each other ...
The fiduciary duty of care, loyalty, and disclosure
Dissociation is ____________.
when a partner leaves a partnership.
A limited partnership is...
Partnership with at least one general partner and at least one limited partner.
New partners are not liable for:
Partnership obligations occurring prior to admittance.
What is a partnership?
An association of two or more persons to carry on as co-owners of a business for profit.
No intent, formal agreement, or writing necessary to form a GP.
____________ may be eliminated by the partnership agreement.
Only the duty of disclosure.
Dissolution is _________.
the ending of partnership.
Limited partnerships must...
File with the Secretary of State
Partnership is liable for contracts...
entered into on its behalf by partners with actual or apparent authority.
An employer is liable for _________, or __________, but not __________, or _________.
(DOUBLE POINTS)
Detours or minor deviations from directions
Frolics or substantial deviations from instructions
Fiduciary duty of care:
Refraining from gross negligence or reckless conduct, intentional misconduct, and knowing violation of the law.
Wrongful dissociation ___________.
occurs when a partner breaches an express term of agreement or withdraws before the end of a term partnership.
In LPs, general partners are liable for _________, while limitd partners _____________.
the obligations of the partnership
are not
Each partner is _____________ for ____________.
(DOUBLE POINTS)
Jointly and severally liable
All obligations of the partnership after partnership resources have been exhausted.
To determine if an agent is an IC or employee one must determine:
Where control over the task at hand lies
Duty of loyalty.
Requires partners to account for any benefit to the partnership and refrain from adverse or competitive acts harmful to the partnership.
Dissociation may occur when there is:
(6)
1. Written or oral notice of express will to withdraw
2. The happening of an agreed-upon event
3. Valid expulsion of a partner
4. Bankruptcy proceeding for partner
5. Partner death
6. An incapability of partner to perform duties
A limited partner does not ____________
Owe a fiduciary duty to the partnership or any other partner.
An employer is liable for employees' _________ within _________.
Non-intentional torts
Course and scope of employment.
A principle is not liable for IC's conduct except when asked to engage in:
(3)
1. Inherently dangerous activities
2. When the principle selects an incompetent IC
3. When IC performs a non-delegable duty.
Duty of disclosure.
Each partner must furnish freely any information concerning the partnership business and affairs required for the partners' rights and duties and on-demand, any other info.
Dissolution may be caused by:
(6)
1. Express will of half remaining partners when a partner leaves.
2. Express will of all partners in term partnership
3. End of term
4. Happening of agreed-upon event event
5. Issuance of a judicial decree
6. Sudden illegality of partnership
Financial rights are ____________.
Partnership rights are ____________.
Unilaterally transferrable.
Not unilaterally transferrable.
Scope of employment is defined as ____________, __________, and __________.
Within the time and space limit of employment
Actions of type hired to perform
Conduct actuated in part of principle
Control may be determined by:
(9)
1. Distinction of business
2. Supervision
3. Skill required
4. Tools and instrumentalities
5. Facilities used
6. Length of employment
7. Method of payment
8. Belief of relationship
9. If actions are in furtherance of principle's business