partnerships

F.R.U.L.P.A. provides that cash, property, and services rendered are all valid forms of consideration.

Promises to pay cash, to provide property, or to perform future services are also considered valid contributions.

Even if a partnership does not exist, a person who is held out as a partner in a public manner may be able to bind another in contract if

(i) a representation was made by a purported partner or with his consent that he is a partner in a purported partnership; (ii) a third party relied on the representation; and (iii) that third party suffered damages as a result of the reliance. The purported partner becomes an agent of the purported partnership and may bind the purported partnership.

A limited partner may withdraw upon express notice of her intent to withdraw as

a limited partner, or upon any date specified by her. Written approval, advance notice, and a majority vote are not required.

. Although goodwill is presumed to be an asset of a partnership,

a partnership can overcome this presumption by express or implied agreement. H

A partner's personally declaring bankruptcy is not

a sufficient reason to give a judge the power to dissolve a partnership

transferee is only entitled to an

accounting for the period beginning from the date of the last accounting agreed to by all the partners, not from the inception of the partnership.

Certain actions require the approval of limited partners, including

amending a partnership agreement or admitting a partner.

A partnership is liable for a partner's tortious acts, including fraud, committed in the ordinary course of the partnership business, or with actual or apparent partnership authority. A partner is jointly and severally liable for all partnership obligations, including tort and contractual obligations. However, a partner may sue

another partner to recover for injuries caused by the tortfeasor partner. I

. Even though Henry did not have actual authority to sell the horses, and even though Henry and Eleonore had signed a statement of partnership authority, Henry still had

apparent authority to sell the horse.

only the partners consenting to the representation

are liable,

In order to form a partnership, at least two people must intend to carry on a business for profit as co-owners. A partnership can be formed even if the partners do not intend to form one. However, certain activities do not, by themselves, amount to a partnership, such

as the payment of rent to another.

. A general partner is personally liable to third parties for the obligations of the limited partnership. A limited partner is not personally liable, either directly or by contribution, for obligations of the limited partnership solely .

by the reason of being a limited partner, even if the limited partner participates in the management and control of the business

Conversion from a limited partnership to a partnership becomes effective upon the

cancellation of the certificate of limited partnership.

One who has recognized an organization in business dealings may not be allowed to

deny its existence in matters before the court and may be estopped from doing so.

Upon dissolution of the partnership, partnership assets are first used to

discharge obligations to creditors, including partners who are creditors. After that, partners are entitled to recover their capital contributions. Anything that is left over is split equally between the partners.

A partner's contribution may consist of property or other benefit to the limited partnership, including use of property. Additionally, a partner may

engage in business transactions with the partnership, such as renting property to the partnership, with the same rights and obligations as a person who is not a partner.

A partner is generally not entitled to remuneration for services performed

for the partnership, though there is an exception when the partner renders services in winding up the business of the partnership; in this case, the partner is entitled to reasonable compensation

. A limited partner may bring a derivative action on behalf of the partnership as long as he either makes efforts to cause a general partner to bring the derivative action first, or

he can show that he believes asking a general partner would be futile. While there are other prerequisites to bringing a derivative action, such as having proper standing,

The transferee of a partner's interest may seek a

judicial order dissolving the partnership.

The partner's negligent and reckless conduct reflects a breach of his fiduciary duty of care rather than his duty of loyalty. Therefore, it would be.

least damaging in an accusation related to a breach of the duty of loyalty

While it is true that a partner in a limited liability partnership is not generally personally liable for obligations of the LLP, a partner may be personally

liable for her own misconduct. In this case, Amelia herself was negligent in letting the boy use the slide, in direct violation of one of Big Splash's policies.

A partnership will be dissolved upon judicial decree if the economic purpose of the partnership is

likely to be frustrated; a partner has engaged in conduct making it not reasonably practicable to carry on the business; the business cannot be practicably carried on in conformity with the partnership agreement; and, upon application of a transferee of a partnership interest that it is equitable to wind up the business.

A partner has the right to transfer his entire partnership interest, or any part of it, to a third party. This transfer does not trigger the

partner's dissociation from the partnership; the transferring partner retains all rights and duties of a partner, aside from those transferred.

All property acquired by a partnership is partnership property and belongs to the partnership, and not the individual partners. Property is presumed to be

partnership property when it is purchased with partnership assets.

each partner has equal management rights, regardless of their

respective capital contributions to the partnership

When there is no agreement, or an agreement is

silent as to the division of partnership profits and losses, each partner is entitled to an equal share of the partnership profits and losses.

The cancellation of a statement of qualification transforms the LLP into a simple partnership but does not trigger dissolution of the partnership. The state may revoke the

statement of qualification of an LLP for the failure to file an annual report; this revocation has the same effect as cancellation.

A judgment against a partnership is not a judgment against a partner, and unless a partner is named in a suit, only partnership assets can be used to satisfy a judgment. In order to reach both the partnership assets and each partner's assets, both

the partnership and the individual partners must be named.

If the partnership assets are insufficient to pay back capital contributions, whoever did make a contribution gets

the remaining assets, and the partners must split the losses equally

RUPA allows partners to make loans to the partnership, and allows them to be

treated as any other partnership creditor, subject to the same laws.

. A partner's act that was not authorized by the partnership may still bind the partnership under the principle of apparent authority. If a partner's act was performed in the ordinary course of apparently carrying out partnership business, that act

was done with apparent authority. Additionally, the third party with whom the partner was dealing cannot have known or received notification that the partner was not actually authorized to act.

Property is rebuttably presumed to be a partner's separate property (rather than the property of the partnership)

when the property is acquired in the name of one or more partners, the instrument transferring title to the property does not indicate the person's capacity as a partner or the existence of a partnership, and partnership assets were not used to acquire the property.

. Once a partnership has dissolved but before winding up is complete, the partnership may continue carrying on its business if all partners, excluding

wrongfully dissociated partners, agree to waive the right to terminate the partnership.

A partner's obligation to contribute money, property, or other benefit to a limited partnership - including a promise to perform personal services - must be in a signed writing in order to be enforceable.

If it is in a signed writing, the obligation may not be excused by the partner's death, disability, or inability to perform personally.

The creditors of the partnership must be paid first - $4,000 to the outside creditors and $1,000 to Katie as a creditor of the partnership. Katie is then entitled to her $5,000 capital contribution.

Lian and Katie formed a partnership. Lian contributed her services, while Katie contributed $5,000. Throughout the life of the partnership, Katie also made a $1,000 loan to the partnership. Upon dissolution, the partnership's assets are worth $10,000, and there is $4,000 owed to outside creditors.Absent a partnership agreement to the contrary, how should the partnership assets be distributed?

The name of a limited partnership must contain the phrase

"limited partnership," the word "limited," or any abbreviation