Creation
Define partnership.
Does it have to be written, implied, or oral?
an association of two or more person to carry on a business FOR profit AS owners creates a partnership
can be any of those three
If a partnership ends before any profits/losses are made, what is each partner entitled to?
the amount they put in
the partner's right to receive profits which will be controlled by the pship or gap fillers
list the fiduciary duties partners owe each other
Duty of care
Duty of Loyalty
Duty to Disclose
In TX, does a pship dissolve if a partner leaves?
no
What governs the partnership?
In cases where the above answer does not provide an answer, what do you turn to?
partnership agreement governs.
if not in agreement, TX code gap fills
Are partners allowed to have compensation?
no, subject to pship agreement
how can a creditor claim a partner's right to receive profits?
through lawsuit/charging order
define duty of care
dont be negligent lmao
cant be removed by agreement, unless specific actions are allowed directly
Don is in pship. He comes to you, his lawyer, saying he's planning to leave it, he asks what the consequences are for him in terms of authority?
they won't have Actual Authority anymore, but they could still have Apparent Authority
how do you calculate what a partner is credited with when a pship ends?
1 - the cash and the value of property the partner contributed to the pship; and
2 - the partner's share of the partnership's profit
If you want to get money from a pship bc of issues, who should you sue?
the pship and the partners individually to get funds from both
define duty of loyalty
cant be removed by agreement, unless specific actions are allowed directly
Zohir is in pship. He comes to you, his lawyer, saying he's planning to leave it, he tells you that he's had some concerning things happen that he may be liable for, and wonders if that will change?
he will have a limited ability to bind the pship, but he'll still be able to bind the pship before the date of withdrawal
How does someone join the partnership?
consent of all partners
Gian, Jayda, Zohir, and Don create a pship. Gian contributes 15k, Jayda 15k, Zohir 20k, and Don nothing.
The pship makes 20k in profit before it ends, what does each person walk away with?
Gian - 20k
Jayda - 20k
Zohir - 25k
Don - 5k
what kind of ruling do you need to receive your interest if you sue?
a settlement of default judgment, or any legal judgment
a court has to have jx over the partnership
define duty to disclose
partnership has to keep records and make them available to the partner (can't be removed by agreement)
if partners ask for information and records they have to be provided
You decide to terminate your pship, what is the process?
wind it up and distribute the assets
What is the two part analysis for partnership liability?
1: was the partner acting in the ordinary course of the partnership
- tortious action, was it the kind of thing a partner would do?
- did it occur within geographic limits of pship
- were the actions motivated by a purpose to serve the pship
2: if the partner has the authority of the partnership (actual or apparent)
Gian, Jayda, Zohir, and Don create a pship. Gian contributes 15k, Jayda 15k, Zohir 20k, and Don nothing.
The pship racks up 5k in losses with no profits, how much does each person walk away with?
Gian - 10k
Jayda - 10k
Zohir - 15k
Don - (5k)
only the right to receive any distribution, but a charging order may not be used to foreclose on a partnership
Beau is in a pship that deals in oil rig building. Beau independently also works in the oil rig building business.
One day, an offer comes upon his desk about an offer to build an oil rig that is extremely lucrative. This K would be super good for Beau, but it would also be super good for the pship.
What should he do?
partners are not allowed to scoop it up for themselves;
if its good for the pship, as a partner you should give it to the pship.
Who gets paid first once a pship is winding up?
creditors, but a partner who loans money to the pship may be also paid as a creditor, giving them a leg up.