1.

Art. 2801. Partnership; definition

a.

Is a Juridical Person, distinct from its partners

i.
ii.
iii.
b.

Written Contract
Oral Contract
Inadvertently: by persons action depending on the facts and
circumstances
Natural &. Natural
Natural & Juridical
Juridical & Juridical

Agreement to Combine Efforts and Resources in Determined Portions

Agreement/Collaboration of Mutual Risk for Their Common Profit or
Commercial Benefit

i.
ii.
2.

Partnership can sue and be sued

Between two or more persons

i.
ii.
iii.
d.
e.

Separate from partners

Created by:

i.
ii.
iii.
c.

An entity that is given personality by law

Share debts
Share Profits

Art. 3020. Obligations of the principal to third persons.

a. A principal, whether disclosed or undisclosed, is bound to perform the
contracts that the mandatary, acting within the limits of his authority,
made with third persons.

3. Art. 3022. Disclosed mandate or principal; third person bound.

A third person who contacts with a disclosed principal or disclosed mandatary is bound to
the principal for the performance of the contract
4.

Art. 2807. Decisions Affecting the Partnership

a.

Unless otherwise agreed, unanimity (total consensus) is required to:

i.
ii.
iii.
iv.
5.

Amend partnership agreement

Admit new partners
Terminate the partnership
Permit a partner to withdraw without just cause without a term.

Partner as mandatary of the partnership (2814)

a.

A partner is a mandatary of the partnership for all matters in the

ordinary course of its business

i.

Except

(A) alienation
(B) lease, or
(C) Encumbrance of its immovable.

6.

Medline/Johnson (Oral Test)

a.

To establish the existence of a partnership without a written agreement,

the plaintiff has the burden of proving

i.

ii.
iii.
7.

The parties must have mutually consented to form a partnership

and participate in the profits which may accrue from the property,
skill, or industry, furnished to the business in determined
proportion by them
All parties must share in the losses as well as the profits of the
venture
The property or stock of the enterprise must form a community of
goods in which each party has a propriety interest

Hassiepen (Inadvertently Test)

a.

The existence of a partnership is based upon all the facts and

circumstances surrounding the formation of the relationship at issue. The
formalities of a written partnership agreement are unnecessary to prove
the existence of a partnership. A partnership arises when

i.
ii.
iii.

b.

Parties join together to carry on a venture for their common

benefit
Each party contributes property or services to the venture, and
Each party has a community of interest in the profits of the
venture

If the provision stipulates that a partner is not a mandatary, it does not

effect a third persons who in good faith transact business with
the partner

i.

Except as provided in the articles of partnership,

(A) any person authorized to execute a mortgage or security

agreement on behalf of a partnership

(B)

shall, for purposes of executory process, have authority

to execute a confession of judgment in the act of
mortgage or security agreement

a.

c.

without execution of the articles of partnership by

authentic act.

(a) This Article establishes a relationship of mandate between the partnership and its
partners. The scope of authority of the mandate created by this Article is limited to acts
within the ordinary course of the business of the partnership. This Article abolishes the
distinctions made in the Louisiana Civil Code of 1870 and in the jurisprudence between the
commercial partnership, whose partners had the implied power to bind the partnership for
acts within the ordinary course of its business, and the ordinary partnership, whose partners
did not have that implied power. A partner who has no authority to act for the partnership

due to a stipulation in the partnership agreement can bind the partnership if the third person
with whom he deals neither knows nor has reason to know of the partner's lack of authority
to bind the partnership.

8.

d.

(b) If the alienation, lease or encumbrance of immovables of the partnership is

involved, the third person must inquire into and establish the authority of the
partner who attempts to act as mandatory of the partnership. The article, however,
does not apply to acquisitions that are all cash transactions.

e.

(c) Although a stipulation to the effect that a partner is not a mandatary of the partnership
does not affect third persons, the stipulation is nevertheless effective between the partners
themselves.

Continuation of a partnership (2827)

a.
b.

A partnership may be
expressly or tacitly continued

i.
ii.

when its term expires or Its object is attained, or

when a resolutory condition of the contract of partnership is
fulfilled.

c.

If the object becomes impossible, the partnership may be continued for a

different object.

d.

Unless otherwise agreed, a partnership that is expressly or tacitly

continued has no term.

9. Rule(3013)
a. The principal is bound to the mandatary when the mandatary is w/
fault:
i. To compensate the mandatary except for the loss caused by the
fault of the mandatary.
10. Rule(3011)
a. The mandatary act within the limits of his authority when he fulfills
his duties in a manner more advantageous to the principal.

11.

Art. 3023. Undisclosed mandate or principal; obligations of third person.

a. A third person who contracts with an undisclosed principal or undisclosed
mandatary (do not know the capacity of the mandatary) is bound to the
principal for the performance of the contract unless the obligation is
strictly personal or the right non-assignable.
b. The third person may raise all defenses that may be asserted against the
mandatary or the principal.

12. Partner as creditor of the partnership (2811)

a. A partner who acts in good faith for the partnership may be a creditor
i. for sums he disburses,
ii. obligations he incurs, and

iii.
b.

Losses he sustains thereby.

There is no right of reimbursement for services rendered by a partner,

unless the partnership agreement so provides.

13. Rule(3013)
a. The principal is bound to the mandatary when the mandatary is w/
fault:
B. To compensate the mandatary except for the loss caused by the
fault of the mandatary.
2. Pesson v. Kleckly
A. Three way a mandatary sign on behalf of the principal.
i. P, by A, is a agent
ii. A as agent for P
iii. COMPANY (include INC, LLC, etc) by A, TITLE (Vice
President)
1.

Art. 3025. Termination by principal

a.

The principal may terminate the mandate and the authority of the
mandatary at any time.

b.

A mandate in the interest of the principal, mandatary, or third

party, may be irrevocable,

i.
ii.
2.

Each partner owes the partnership all that he has agreed to contribute to
it.

Partner as creditor of the partnership (2811)

a.

A partner who acts in good faith for the partnership may be a creditor

i.
ii.
iii.
b.

1.

for as long as the object of the contract may require.

Obligation of partner to contribute (2808)

a.

3.

if the parties so agree,

for sums he disburses,

obligations he incurs, and
Losses he sustains thereby.

There is no right of reimbursement for services rendered by a partner,

unless the partnership agreement so provides.

Limited Partnership Terminates

a.

A partnership in commendam terminates

i.

2.

by the retirement from the partnership, or the death, interdiction,

or dissolution, of the sole or any general partner

1.

unless the partnership is continued with the consent of the

remaining general partners. The right to do so must be
stated in the contract of partnership OR

2.

if, within ninety days after such event, all the remaining
partners agree to continue the partnership in writing and
the partners may appointment one or more general
partners if necessary or desired.

Continuation of a partnership (2827)

a.
b.
c.
d.

A partnership may be

e.

If the object becomes impossible, the partnership may be continued for a

different object.

f.

Unless otherwise agreed,

expressly or tacitly continued

when its term expires or its object is attained, or
when a resolutory condition of the contract of partnership is fulfilled.

i. a partnership that is expressly or tacitly continued has no term.

ii.
3. Art. 2837. Partnership in commendam; definition
a. A partnership in commendam consists of
i. one or more general partners who have the
1. powers,
2. rights, and
3. obligations of partners,
ii. and one or more partners in commendam, or limited partners,
whose

1.
2.
3.

powers,
rights, and
obligations are defined in this Chapter.

1. Art. 2840. Partner in commendam; liability; agreed contribution

A. A partner in commendam must agree to make a contribution to the
partnership.

B.

The contribution may consist of

i.
ii.

money,
things, or

iii.
C.

The partnership agreement must describe

i.
ii.
D.

the performance of nonmanagerial services.

the contribution and
state either its agreed value or a method of determining it.

The contract should also state the

i.
ii.

time or
circumstances upon which the

1.
2.
3.

money or
other things are to be delivered, or
the services are to be performed, and if it fails to do so,
payment is due on demand.

Limited Liability Company

1. LLC formation
a. A L. L. C is effectively formed when two documents are filed with the
Office of Secretary of State.
b. The necessary documents to form a L.L.C. are Articles of Organization
and Initial Report.
c. The Articles of Organization must include name (including LLC
designation) and purpose of LLC
d. The Initial Report must include the location and municipal address of the
LLCs registered office, the name and municipal address of each of the
LLCs registered agents, and a notarized affidavit of acceptance executed
by each of the registered agents, and the names and municipal addresses of
the initial members or, if the LLC is to be manage-managed, the initial
mangers.
e. The Article of Organization must be filed must be acknowledged or
executed by authentic act
f. The Initial Report must be singed by the same person who signed the
article ( or a duly authorized agent)
2. Difference of Member managed and manger managed Limited Liability
Company.
a. Member managed is each member is mandatary of the LLC for all matters
in the ordinary course of the LLCs business, except for the dispositions
(alienation, lease or encumbrance) of the LLCs immovable property.
i. Voting Rights
1. each member receives one vote on matters brought before
the members. All matters, except for the admission of new
members of the compromise of a members contribution
obligation( which requires unanimity) maybe be decided
by a majority vote of the members.
b. Managed-managed Limited Liability Company is the manager rather than
the members hold all of the normal mandatary authority.

3.

4.

5.
6.
7.

i. Except for the few decision that require unanimous approval by

members
1. Admission of new members
2. Compromise of contribution obligation.
ii. Except for the few decision that require majority approval
1. merger or an amendment to the articles or operating
agreement.
The liability protection afforded to a member of an LLC are not personally liable
for the obligation (for a debt, obligation, or liability of the limited liability
company) of the LLC, except in the case of members or managers how have
management authority and thereby a fiduciary duty to the company shall be liable
to the LLC for any damages it incurs as a result of the member/managers gross
negligence or intentional misconduct.
A creditor of a limited liability company who extends credit after a member signs
a writing which reflects the obligation and before any such election to forfeit the
membership interests is made may enforce the original obligation to the extent
that the limited liability company refuses or is unable to honor the extension of
credit.
The initial report and articles of organization must be made public. The member
contribution is not required to be made public.
An enforceable operation agreement of an LLC may be made oral (handshake
agreement) and writing.
When the LLC contains only the minimal organizational requirement for
formations and a member dies, the legal consequences on the continuation of the
LLC is the LLC continues; however, the member's membership ceases and the
member's executor, administrator, guardian, conservator, or other legal
representative shall be treated as an assignee of such member's interest in the
limited liability company.

Registered Limited Liability Partnership

1. The requirements and filing for a partnership to become registered LLP are
1. To become a registered limited liability partnership, a partnership shall file
with the secretary of state an application stating the name of the partnership,
the address of its principal office, the number of partners, and a brief
statement of the business in which the partnership engages.

2.

The application shall be executed by a majority in interest of the partners or

by one or more partners authorized by a majority in interest of the partners.

3.
4.

The application shall be accompanied by a fee of one hundred dollars.

5.

Registration is effective for one year after the date the registration is filed,
unless voluntarily withdrawn by filing with the secretary of state a written
withdrawal notice executed by a majority in interest of the partners or by one
or more partners authorized by a majority in interest of the partners.

6.

The secretary of state may provide forms for application for or renewal of
registration.

The secretary of state shall register or renew any partnership that submits a
completed application with the required fee.

2.

The liability protection afforded to a member of a LLP are that a partner is not
individually liable for the liabilities and obligations of the partnership arising from
tortious conduct committed in the course of the partnership business by another
partner or a representative of the partnership.

3.

The liability protection afforded to a member of a LLC

is not personally liable for

the obligation (for a debt, obligation, or liability of the limited liability company)
of the LLC.
4. The Partnership of Commendam is liable for the obligation of the partnership
only to the extent of the agreed contribution.