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RIGHTS OF A PARTNER - Coggle Diagram

- - - - RATIONALE:
        Rationale: Investor protection device.
        How do you protect yourself as an investor? You need to have access to inspect the partnership books.
    - - PROPERTY RIGHTS
        
        TO POSSESS SPECIFIC
        PARTNERSHIP PROPERTY
        
        TO CONVEY PARTNERSHIP INTEREST
        
        TO ASK FOR DISSOLUTION
        
        CONTRAVENTION = DISSOLUTION NOT PERMITTED BY CIRCUMSTANCES + BY EXPRESS WILL OF ANY PARTNER ANY TIME
        Art. 1830 (2). Dissolution is caused:
        x x x
        (2) In contravention of the agreement between the partners, where the circumstances do not permit a dissolution under any other provision of this article, by the express will of any partner at any time;
        
        WHEN DISSOLVED BY COURT
        ON APPLICATION OF OR FOR A PARTNER
        (DISSOLUTION, NOT EXPULSION) (1831)
        Art. 1831.
        On application by OR for a partner the court shall decree a dissolution whenever:
        
        INSANE/UNSOUND - A partner has been declared insane in any judicial proceeding OR is shown to be of unsound mind;
        
        INCAPACITATED - A partner becomes in any other way incapable of performing his part of the partnership contract;
        
        PREJUDICIAL CONDUCT - A partner has been guilty of such conduct as tends to affect prejudicially the carrying on of the business;
        
        WILLFUL/PERSISTENT BREACH - IMPRACTICAL CONDUCT IN BUSINESS - A partner wilfully or persistently commits a breach of the partnership agreement, OR otherwise so conducts himself in matters relating to the partnership business that it is not reasonably practicable to carry on the business in partnership with him;
        
        CARRIED ON AT A LOSS - The business of the partnership can only be carried on at a loss;
        
        EQUITY - Other circumstances render a dissolution equitable.
        
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        Notice of dissolution does not automatically mean the partnership ends. You need to acquire first the full value of your shares
        
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        PARTNER'S INTEREST = PROFITS + SURPLUS
        Art. 1812. A partner's interest in the partnership is his share of the profits and surplus.
        
        RIGHTS OF ASSIGNEE
        Art. 1813. A conveyance by a partner of his whole interest in the partnership does not of itself dissolve the partnership, or, as against the other partners in the absence of agreement, entitle the assignee, during the continuance of the partnership, to interfere in the management or administration of the partnership business or affairs, or to require any information or account of partnership transactions, or to inspect the partnership books; but it merely entitles the assignee to receive in accordance with his contract the profits to which the assigning partner would otherwise be entitled.
        However, in case of fraud in the management of the partnership, the assignee may avail himself of the usual remedies. In case of a dissolution of the partnership, the assignee is entitled to receive his assignor's interest and may require an account from the date only of the last account agreed to by all the partners. (1813)
        
        EFFECT OF CONVEYING WHOLE INTEREST
        A conveyance by a partner of his whole interest in the partnership does not of itself dissolve the partnership.
        
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        CO-OWNERS OF SPP (1811)
        Art. 1811. A partner is co-owner with his partners of specific partnership property. The incidents of this co-ownership are such that:
        
        EQUAL RIGHT TO POSSESS SPP FOR PARTNERSHIP PURPOSES - A partner, subject to the provisions of this Title and to any agreement between the partners, has an equal right with his partners to possess specific partnership property for partnership purposes; but he has no right to possess such property for any other purpose without the consent of his partners;
        
        ASSIGNABLE ONLY BY ALL - A partner's right in specific partnership property is not assignable except in connection with the assignment of rights of all the partners in the same property;
        
        RIGHT TO SPP NOT SUBJECT TO ATTACHMENT OR EXECUTION - A partner's right in specific partnership property is not subject to attachment or execution, EXCEPT on a claim against the partnership.
        When partnership property is attached for a partnership debt the partners, or any of them, or the representatives of a deceased partner, cannot claim any right under the homestead or exemption laws;
        
        RIGHT TO SPP NOT SUBJECT TO LEGAL SUPPORT - A partner's right in specific partnership property is not subject to legal support under article 291.
        
        PROPERTY RIGHTS (1810)
        Art. 1810. The property rights of a partner are:
        
        SPECIFIC - His rights in specific partnership property;
        
        INTEREST - His interest in the partnership; and
        
        PARTICIPATE IN MANAGEMENT - His right to participate in the management
        
        Does this right exist if you are illegally expelled?
        
        What is "Specific Partnership Property"?
      - WHEN IS THERE A RIGHT TO
        FORMAL ACCOUNT (1809)
        Art. 1809. Any partner shall have the right to a formal account as to partnership affairs:
        
        WRONFULLY EXCLUDED - If he is wrongfully excluded from the partnership business or possession of its property by his co-partners;
        
        AGREEMENTIf the right exists under the terms of any agreement;
        
        !FCLUp! - As provided by article 1807;
        
        JUST AND REASONABLE - Whenever other circumstances render it just and reasonable.
        
        RIGHT TO AN ACCOUNT (1842)
        Art. 1842. The right to an account of his interest shall accrue to any partner, or his legal representative as against the winding up partners or the surviving partners or the person or partnership continuing the business, at the date of dissolution, in the absence of any agreement to the contrary
        
        UNLESS THERE IS A STIPULATION TO THE CONTRARY
        
        Who has rights?
        
        PROFIT DERIVED WITHOUT CONSENT (1807)
        Article 1807. Every partner must account to the partnership for any benefit, and hold as trustee for it any profits derived by him without the consent of the other partners from any transaction connected with the formation, conduct, or liquidation of the partnership OR from any use by him of its property.