Law

Business law

Chapter 36

May 4, 2006

1. The courts usually look for the following three elements of partnership implicit in the UPA's definition,

i. A sharing of profit or losses

ii. A joint ownership of the business

iii. An equal right in the management of the business

Eugene and Marlowe agreed to split all profits on an equal basis, therefore they satisfied element number one. They were both working on the farm as partners therefore they satisfied element number two and three therefore it is a partnership. When Eugene withdrew $7200 from the partnership account half of that money was also Marlowe's therefore whatever he brought with that money was also half Marlowe's. The courts will decide that the business Eugene started was in fact a partnership.

2. A Fiduciary duty imposes a responsibility on each partner to act in utmost good faith for the benefit of the partnership. When Weisglass and Koeing dissolved the partnership and formed their own partnership they breached the fiduciary duty of utmost good faith for the benefit of the partnership they owed to Dunay. Therefore Dunay would win the case on the basis of breach of fiduciary duties.

3. When Allen and Newsome got the articles of incorporation designating them as directors of Newsome Carpet Inc. were filed in the office of the secretary of state they became a corporation and no longer a partnership therefore Allen and Newsome can not be personally liable as long as the debt occurred when they were a corporation and not when they were still a partnership. If the dept occurred when they were still a partnership they can be held personally liable.

8. A

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