Partnerships

Question 1

Partnerships: General Roadmap

Answer 1

I. Applicable Law
II. Formation of General Partnership
III. Partner Duties
IV. Partner Rights in Management
V. Property of the Partnership
VI. Changes
VII. Termination
VIII. Limited Partnerships

Question 2

II. Formation of General Partnership

Answer 2

A. Elements (Association, 2 or more persons, to carry on a for-profit business)
B. Consequences of Valid Partnership
C. Partnership Agreement
D. Partnership by Estoppel

Question 3

III. Partner Duties

Answer 3

A. To the partnership (duties of agent)
B. To each other (duty of loyalty, duty of care)
C. To third-parties (agency principles apply, joint and several liability)

Question 4

IV. Partner Rights in Management

Answer 4

A. Management and Control
B. Ordinary Business
C. Special Business
D. Inspect and Copy
E. Indemnification

Question 5

V. Property of the Partnership

Answer 5

A. Profits and Losses
B. Distributions
C. Transfer
D. Ownership
E. Use

Question 6

VI. Changes

Answer 6

A. Addition
B. Dissociation
C. Partnership Changes

Question 7

VII. Termination

Answer 7

A. Dissolution
B. Winding Up

Question 8

VIII. Limited Partnerships

Answer 8

A. LLP
1. Formation
2. Liabilities
3. Termination

B. LP
1. Formation
2. Limited Partners
3. General Partners
4. Profits and Losses
5. Assignment
6. Derivative Suit
7. Termination
8. Priority of Distribution