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FORMATION:AGENCY&PARTNERSHIPS (general partnerships are governed by…
FORMATION:AGENCY&PARTNERSHIPS
By Agreement
assent
right to control agent
benefit
By Operation of Law
By Estoppel ( apparent authority)
By Statute
By Ratification
Capacity of Parties
other formalities
Consideration not required
Generally No Writing Required
EXCEPTION: EQUAL DIGNITY RULE=writing required if Contract is within the SOF
DETRIMENTAL RELIANCE BY THIRD PARTY: a principal may be estopped from asserting the lack of such writing or record when a third party has been induced to make a detrimental change in position by the reasonable belief that the agent had the authority to bind the principal that is traceable to a manifestation made by the principal
general partnerships are governed by the Revised Uniform Partnership Act (RUPA)- however partners are free to govern their relationship by different rules i.e. partnership agreement. RUPA will govern any issues not expressly provided for in the partnership agreement
1. SHARING OF PROFITS= PRESUMPTION OF GENERAL PARTNERSHIP
:check:
EXCEPTIONS- A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment
of a debt
for services as an independent contractor
of rent
of interest/other change on a loan
for the sale of goodwill of a business or other property
2. NO FORMALITIES FOR FORMATION.
LEGAL PURPOSE- a partnership created to engage in illegal activities is void
:forbidden:
3. KNOWLEDGE & NOTICE
knowledge
= a person knows a fact if the person has actual knowledge of it
Notice
- a partner has notice of a fact if the partner:
knows of it
has received a notification of it
has reason to know it exists from all of the facts known tot the person at the time in question
NONWAIVABLE Provisions- the partnership agreement may not: :no_entry:
Unreasonably Restrict the Right of Access to Books & Records :red_cross:
Eliminate the Duty of Loyalty :red_cross:
Unreasonably Reduce the Duty of Care- :red_cross:
Eliminate the Obligation of Good Faith & Fair Dealing :red_cross:
Vary the Right of a Court to Expel a Partner :red_cross:
Vary the Requirement to Wind Up the Partnership Business :red_cross:
Vary the Law Applicable to Limited Liability Partnerships :red_cross:
Restrict the Rights of Third Parties Under This Act :red_cross: