triggering the termination. A buyout may be reduced by damages if dissociation was wrongful.
e) Management and Control - absent a contrary agreement, every partner has a right to participate equally in the partnership management.
f) Autority - each partner, as an agent of the firm, may bind the p'ship by acts done for the carrying on, in the usual way, the business of the p'ship.
1) RUPA - a p'ship is bound by a partner's act for carrying on in the usual way either the actual p'ship business or a business of the kind carried on by the p'ship.
g) Ownership of Property - title may be held in the name of the p'ship, but property is owned by the individual partners as tenants in p'ship. There is no tenancy in p'ship under RUPA, which provides that property acquired by p'ship is owned by p'ship, not individual partners.
h) Capacity to Sue and be Sued - under the UPA, a lawsuit may be brought by or against individual partners, rather than p'ship. Partners are jointly and severally liable for wrongful acts and breaches of trust; they are only jointly liable for debts and obligations of the p'ship.
1) Statutory reforms - many state statutes specifically allow a p'ship to be sued in its own name. Other states make all p'ship liabilities joint and several. Other reforms provide that not all joint obligors need to be joined in a suit.
2) RUPA - a p'ship may sue and be sued in its own name, and partners are jointly and severally liable for all p'ship obligations. A claim against the p'ship cannot be satisfied from a partner's personal assets unless p'ship assets have been exhausted.
2.JOINT VENTURE - a p'ship formed for some limited investment or operation, as opposed to a continued business enterprise. Joint ventures are governed by the rules applicable to p'ships
3.LIMITED PARTNERSHIP - this is a p'ship consisting of two classes of partners: general partners (with rights and obligations as in an ordinary p'ship) and limited partners (with no control and limited liability).
4.LIMITED LIABILITY PARTNERSHIPS - in a LLP, a general partner is NOT personally liable for all p'ship obligations arising from negligence, wrongful acts, and misconduct absent his involvement in the misconduct. There is no exclusion for liability for contractual obligations. p> 5.LIMITED LIABILITY COMPANIES - LLC is a non-corporate business entity whose owners (members) have limited liability and can participate actively in its management. An LLC may be either for a term or at will. It can be managed either by its members or nonmember managers. Depending on the statute, distributions are made either equally to each member or in proportion to each member's contribution.
a) Withdrawal and Dissolution - some statutes provide that any event that terminates a member's membership (...
