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1What are the legal requirements for the formation of a partnership?
What are the legal requirements for the formation of a partnership?2If a person receives a share of the profits of a business, is she a partner?
If a person receives a share of the profits of a business, is she a partner?3What are the factors courts consider in determining whether a person is a partner in a partnership?
What are the factors courts consider in determining whether a person is a partner in a partnership?4What are the six reasons a person may receive a share of a general partnership’s profits that do not give rise to a presumption that the person is ...
What are the six reasons a person may receive a share of a general partnership’s profits that do not give rise to a presumption that the person is a partner in that general partnership?5A general partnership sought to borrow money from one of its partner’s wealthy neighbors. The neighbor loaned $100,000 to the partnership in exchan...
A general partnership sought to borrow money from one of its partner’s wealthy neighbors. The neighbor loaned $100,000 to the partnership in exchange for 20 percent of the partnership’s monthly profits until the neighbor was repaid. Unfortunately, the partnership’s business began to experience significant financial distress, and the partnership was unable to pay its creditors. Some unpaid creditors learned that the neighbor received 20 percent of the monthly profits. These creditors then claimed that the neighbor was a partner and, thus, was jointly and severally liable for the partnership’s obligations.Is the neighbor likely to be considered a partner?6What is a partnership at will?
What is a partnership at will?7What is a partnership for a definite term?
What is a partnership for a definite term?8What is a partnership for a particular undertaking?
What is a partnership for a particular undertaking?9What are the three most common types of general partnerships?
What are the three most common types of general partnerships?10What is a partnership agreement?
What is a partnership agreement?11Must the parties create partnership agreement to form a general partnership?
Must the parties create partnership agreement to form a general partnership?12What is the test for whether a partnership by estoppel has been created?
What is the test for whether a partnership by estoppel has been created?13Two accountants, who were not partners, met privately with a company’s chief financial officer (CFO). To secure the company’s business, the account...
Two accountants, who were not partners, met privately with a company’s chief financial officer (CFO). To secure the company’s business, the accountants presented themselves as a team. After the meeting, the CFO told a grocer, who was an old friend, positive things about the accounting team. After hearing this, the grocer hired the accountants but did not ask them any questions about their professional relationship. The junior accountant handled the grocer’s personal taxes, and the senior one handled the grocery store’s recordkeeping. The accountants submitted separate engagement letters and separate bills for their work. The junior accountant made mistakes, and the Internal Revenue Service (IRS) assessed a large penalty. The grocer claimed he thought the accountants were partners and sought to hold both accountants liable for the penalty.Under a theory of partnership by estoppel, are the accountants partners in their work for the grocer?14A general partnership approached a local celebrity about endorsing the partnership’s landscaping services. The celebrity agreed. However, the busin...
A general partnership approached a local celebrity about endorsing the partnership’s landscaping services. The celebrity agreed. However, the business’s website mistakenly listed the celebrity as a partner and quoted the celebrity as saying, “My partners and I stand behind every part of this business.” Upon seeing the website, the local celebrity demanded that the partnership increase his service fee to account for the expanded endorsement. The partnership agreed. A commercial landlord saw the website posting and agreed to prepay $10,000 for the next year of services. Unfortunately, the partnership business failed. Facing the prospect of losing his $10,000 prepayment, the landlord threatened to sue the celebrity as one of the business’s partners.Under a theory of partnership by estoppel, can the celebrity be considered a partner in the business and potentially liable to the landlord?15What is a limited partnership?
What is a limited partnership?16Do limited partnerships arise from common law?
Do limited partnerships arise from common law?17Eight friends formed a general partnership to prepare legal documents for small businesses. After a few months, the friends learned that they would...
Eight friends formed a general partnership to prepare legal documents for small businesses. After a few months, the friends learned that they would be better insulated from liability by converting the general partnership into a limited liability partnership. The partnership agreement provided that it could generally be amended by a majority vote of partners, but the agreement required unanimous consent to approve any changes to the provisions in the agreement about the partners’ contribution obligations. At the next partners’ meeting, a proposal was made to convert to a limited liability partnership. Seven out of the eight partners voted to approve the conversion. Was this vote sufficient to convert the general partnership to a limited liability partnership?18What is a limited liability limited partnership (LLLP)?
What is a limited liability limited partnership (LLLP)?19If not addressed by a partnership agreement, how is a general partnership converted into a limited liability partnership?
If not addressed by a partnership agreement, how is a general partnership converted into a limited liability partnership?20A junior partner in a limited liability partnership was secretly embezzling a minuscule amount of funds from a client account. There were two other...
A junior partner in a limited liability partnership was secretly embezzling a minuscule amount of funds from a client account. There were two other partners in the partnership, and neither one had any knowledge of the junior partner’s embezzlement. The client ultimately discovered the embezzlement.Can the client bring a claim against the two innocent partners in their personal capacity for the junior partner’s embezzlement?21Does a partner in a limited liability partnership have any personal liability for the partnership’s obligations if the partner takes an active role...
Does a partner in a limited liability partnership have any personal liability for the partnership’s obligations if the partner takes an active role in managing the partnership?22A general partnership wanted to convert into a limited liability partnership. The binding partnership agreement provided that the agreement could b...
A general partnership wanted to convert into a limited liability partnership. The binding partnership agreement provided that the agreement could be amended by a majority vote of the partners, but extraordinary matters could only be approved by a super-majority vote of the partners. The agreement was silent about both the number of votes needed to make an entity conversion and the partners’ obligations to contribute to the partnership.For this partnership, must a conversion into a limited liability partnership be approved by a super-majority vote to succeed?