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Flashcards in Relationship Between Parties Deck (10)
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1

Contribution, Profits, Losses

  1. Each partner is entitled to be repaid his contributions; AND
  2. to share equally in the profit and surplus (after all liabilities are satisfied)
  3. Each partner must contribute toward lossess
  4. Partners may agree to share profits other than equally

2

Indemnify

Partnership must indemnify every partner for payments made and personal liabilities reasonably incurred by him in the ordinary and proper conduct of its business,

or

for the preservation of its business or property

3

Management and Control

Partners have equal rights in the managmement and conduct of the partnership business

4

Fiduciary duties

  • Each partner owns the partnership a duty of care in the management of partnership property
  • Partners owe each other the utmost good fatih in all that pertains to their relationship
  • Partner must not compete with the partnership within the scope of business
  • Partners must provde on demand true and full information of all things affecting the partnership to any partner

5

Assignment

  • Partner's interest in the partnership is assignable
  • Assignment does not destroy the partnership
  • Assignee is entitled to receive the profits to which assignor would have been entitled

6

Fiduciary duties (3)

  1. Duty of care
  2.  Duty of loyalty
  3. Duty to Account

7

Duty of Care

Each partner owes the partnership a duty of care in the management of the partnership property

8

Duty of Loyalty

  1. Good faith -- utmost good faith in all that pertains to the relationship
  2. Duty not to compete with the partnership within the scop of its business
  3. Duty to disclose, on demand, true and full information of all things affecting the partnership to any partner or legal rep of any deceased partner/partner under legal disability

9

Duty to Account

  • Must account to the partnerhip for any benefit, and
  • hold as trustee for it any profit

 

 

  • Duty to keep books and right of inspection -- partnership books must be kept, subject to any agreement between the partners, at PPofB -- every partner shall have access to inspect or copy

 

10

Suits between partners

Partners cannot sue each other at law, but must sue in equity for an accounting

 

Exception: an action at law for tortious injury of one partner by another