PartnershipsI. Nature of partnershipa.

Definition from Revised Uniform Partnership Act (RUPA) an association of two or more persons to carry on as co-owners a business for profiti. Person can be a trust, individual, corporation, partnership, association, joint ventureii. Limited partnerships are not a partnership under RUPA b. Partnership is a legal entityi. May take title to landii. May sue or be sued in the partnerships name or in the names of the individual partners or BOTHc. Governing Lawi. RUPA provides default rules, but partners are free to agree through a partnershipagreement and abide by different rules and RUPA will govern only those not provided for in the agreementii. Unwaivable provisions from RUPA1. A partners rights to access to books and records2. A partners duties of loyalty and care3. The power to disassociate a partner 4. The power of court to expel a partner 5. Requirement that partnership business be wound up in the event of either illegality of business or by certain judicial determinations6. Rights of 3 rd parties7. Duty of good faith and fair dealingII. Formation of partnershipa. How a partnership is formedi. Only requirement is that two people intend to run a business as co-ownersii. No formal agreement is required1.

Be careful statute of frauds provision for contracts over one year to be in writingiii. Capacity same as agency principal anyone capable of entering into a binding contract1. Liability where no capacity partner is NOT personally liable, but is bound toextent of his contribution of capital to the partnershipiv. Consent no one can be a partner without express or implied consent of ALLPARTNERSv. Statement of partnership authority partnership may (but is not required to) file astatement with secretary of state giving constructive knowledge to the extent of a partners authority to enter into contracts on behalf of the partnership b. Proof of partnership existencei. Courts generally look to intent of the parties1. Factors where intent is uncertaina. Sharing of profits is PRESUMED partnership unless the profits wherereceived in paymenti. Of a debtii. For servicesiii. Of rent

iv. Of an annuity or retirement benefitv. Of interest on a loanvi. Sale of goodwill2. Evidence indicative of partnership, but are not CONCLUSIVEa. Title to property JTs and common tenancy do not auto raise presumption b. Designation of entity by parties as a partnershipc. Extensiveness of activityd. Sharing of gross returns3. Failure to share losses evidence of intent NOT to form partnershipii. Purported partners1.

Partnership by estoppel2. Liability of person who is held out as a partner unless did not actually consentIII. Property of a partnershipa. Classifications of propertyi. Partnership capital property or money contributed by each of the partners for the purpose of carrying on the partners businessii. Partnership property everything the partnership owns consisting of both capitalcontributed by the members and properties purchased in partnership transaction b. Includable in partnership propertyi. Titled property if it is titled in partnerships name or in one of the partners and theinstrument transferring title notes the titleholders capacity as a partner or the existence of the partnership1. Property is rebuttable presumed if purchased with partnership funds2. Property not fitting under purchase by partnership funds, in partnerships name or transferring title does not note existence of partnership is rebuttable presumptionof separate property even if used for partnership purposesii. Untitled property (fall back to common law criteria in cases not governed by RUPA)1. Factors that property is intended to be partnership propertya. Bought with partnership funds b. Use of property by partnershipc. Entry of property on partnership booksd. A close relationship between property and businesse. Improvement or maintenance of the property with partnership funds c. Creditors cannot reach partnership property to satisfy the personal obligations of apartner IV. Partners interest in the partnershipa. Transferable interest in personal propertyi. Each partner can transfer his share of profits and losses and the right to receivedistributions.ii.

Each partner is entitled to an equal share of partnership profits and must contributetoward the partnership losses in proportion to his share of profits. b. Assignment of transferable interesti. Because a partners transferable interest is assignable it may be assigned at any time andsuch a conveyance does not dissolve the partnershipii. Assignees rights 1. Assignee CANNOT interfere in the management or administration of the partnership business or affairs, require any information or account of the partnership transactions, or inspect the books2. Assignee merely has right to receive distributionsiii. Dissolution and assignees rights1. Assignee is entitled to receive his assignors net amount distributable and mayrequire an accounting from the date of the last accounting agreed to by all the partners.V. Relations between partnersa. Right to participate in management absent an agreement to the contrary all partners have equalrights in the management of the partnership. b. Decisions in the normal course of partnership business may be controlled by majority vote.Outside the normal course require consent by ALL PARTNERS.c. Fiduciary dutiesi. Duty of loyalty1. To account for profits, property, opportunities, or other benefits derived by the partner in conjunction with partnership business2. To refrain from dealing with the partnership as or on behalf of a party having anadverse interest3. Refrain from competing with the partnershipii. Duty of care1. Limited to refraining from engaging in grossly negligent or reckless conduct,intentional misconduct or knowing violation of the lawd. Indemnification and other repaymenti.

Partnership must indemnify partners for payments reasonably made and obligationsreasonably incurred by a partner carrying on the partnerships business.ii. If a partner makes any payment or advance on behalf of the partnership beyond theamount the partner agreed to contribute, the partnership must repay the partner.e. Partnership books must be kept subject to agreement at the partnerships chief executive office,and every partner has a right to inspect them.i. Each partner upon demand must provide complete and accurate information about the partnershipf. Legal actions by and against partnersi. Partnerships may be sued cant get partners assets without adding him to suit with partnershipii. Actions by partnership against partners can bring action against partner for breach of duty or the partnership agreementiii. Actions by partner against partnership a partner may bring an action against the partnership or other partners for legal or equitable relief to enforce any right:1. Created by RUPA2. Created by the partnership agreement3. Otherwise belonging to the partner including rights arising independently of the partnership (e.g. partner may sue the partnership for negligently inflicting injuriesor on contracts where the partner stands in position of customer to the partnership)