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Partnership (WORKING LIFE (Liability (all partners jointly & severally…

- - - - express
      - apparent- nature & course of business
      - restrictions- 3P must know
      - partner who acted without authority may be liable for breach of agreement
- - - - no writing reqd
      - no statutory formalities
      - types
        
        specific undertaking
        
        term
        
        at will
      - key test- intent of parties, NO MATTER what called
      - sharing of profits- prima facie evidence as partnership
    - - Partner types
        
        General- manage business & personally liable w/out limitation
        
        Limited- contribute capital and share in profits, take no part in control or management of business, liability limited to contributions
      - Formation
        
        filing certificate ltd ptnrship with secretary of state
        
        must have 1 gp & 1 lp