Partnerships: Nature, Formation, and Operation

Chapter 36Partnerships: Nature, Formation, and OperationCopyright © 2015 McGraw-Hill Education. All rights reserved. No reproduction or distribution without the prior written consent of McGraw-Hill Education.Partnership (Uniform Partnership Act Definition):“Association of two or more persons to carry on as co-owners a business for profit”36-236-3Characteristics of PartnershipVoluntary and consensual relationshipBetween two or more individuals, partnerships, corporations, or other forms of business organizationEngaged in numerous business transactions over period of timePartners share profits and management of business36-4Situations Where No Partnership:Employer shares profits with employee as payment for workLandlord accepts share of profits for payment of rentParty receives share of profits for payment of debtParty receives share of profits for payment of annuity to widow/representative of deceased partnerParty receives share of profits for payment from sale of goodwill of business/other propertyParty receives share of profits for payment of interest on a loan 36-5Formation of Partnership Partnership agreement (“articles of partnership”) should include:Name of each partnerName of partnershipDuration of partnershipHow profits dividedDivision of management responsibilitiesContributions from each partner36-6Partnership DutiesDuty of LoyaltyDuty of ObedienceDuty of Care36-7Partnership RightsRight to Share in ManagementRight to Share in ProfitsRight to CompensationRights to Partnership PropertyRight to Inspect BooksRight to an Accounting36-8Circumstances “Triggering” Partner’s Right to an AccountingWhenever partnership agreement provides for an accountingWhenever co-partners wrongfully exclude partner from partnership/from access to partnership booksWhenever partner fails to disclose profit/benefit from partnership (breach of “fiduciary duty”)Whenever circumstances render accounting “just and reasonable”36-9Interactions Between Partners and Third PartiesIf partnership has liability, each partner has unlimited personal liability (“joint and several” liability)“Joint and several” liability: Third party can choose to sue partners separately, or all partners jointly in one action; partners are collectively, as well as individually, liable for partnership debtsAll partners jointly and severally liable for commission of tort by any partnerImplied liability of partners when purchases made to perpetuate partnership’s businessThe Revised Uniform Partnership Act (RUPA)Revised version of Uniform Partnership Act (UPA); use of RUPA varies from state to state36-10