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Partnerships Outline

Law Outlines > Business Associations Outlines

This is an extract of our Partnerships document, which we sell as part of our Business Associations Outlines collection written by the top tier of Thomas Jefferson School Of Law students.

The following is a more accessble plain text extract of the PDF sample above, taken from our Business Associations Outlines. Due to the challenges of extracting text from PDFs, it will have odd formatting:

PARTNERSHIPS II. Partnership: easy to form, flexible, favorable tax treatment, unlimited liability (No formalities or magic words needed to form) A. Effect of Partnership Agreement, Non-waivable provisions (RUPASS103)

1. Partnership may not eliminate or violate a duty of loyalty or obligation of

good faith and fair dealing

B. Partnership as Entity (RUPASS201)

1. Partnership is an entity distinct from its partners

2. Allows conversion into a limited liability partnership under a statement of

qualifications pursuant to RUPASS1001)

C. Formation of Partnership (RUPASS202)

1. Two or more persons to carry on as co-owners a business for profit forms a

partnership, whether or not the persons intended to form a partnership (can be created inadvertently)

2. Partners intending to make profits must receive a share of the profits of the

business and not in payments (no intent is necessary to form a partnership and profit sharing only raises presumption of a partnership)

3. Not having a written partnership agreement is not a defense to formation


D. Partner agent of partnership, Authority (RUPASS301)

1. Actual Authority- every partner has actual authority for the purpose of

conducting partnership business

2. Apparent Authority- partnership is bound by any partner's action that is for

apparently carrying on in the ordinary course the partnership business or business of that kind carried on by the partnership (partner's apparent authority does not exist when 3rd party knows partner has no actual authority)

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