RIGHTS DUTIES OF PARTNERS I

1. RIGHTS & DUTIES OF PARTNERS I RIGHTS MANAGEMENT INSPECTION OF BOOKS & ACCOUNTING SHARE OF DISTRIBS (profits, cap. & surplus) COMPENSATION? NOT UNLESS AGREED TO OR FOR SERVICES DURING WINDING UP

2. RIGHTS & DUTIES OF PARTNERS II DUTIES--same as for Agents, I.e.: LOYALTY & GOOD FAITH OBEDIENCE DUE CARE INFORM OTHER PARTNERS OF ALL RELEVANT INFO

3. PSHIP MANAGEMENT I PER AGREEMENT Limits on some, delegation to others Ex: Junior, senior & managing partners in CPA & law firms

4. PSHIP MANAGEMENT II IF NO AGREEMENT Majority approval necessary for normal, day-to-day business. Exs: inventory purchases, small loans,personnel changes) Unanimous approval necessary for major business decisions (Exs: merger, change of location, admission of part.)

5. PSHP-T CONTRACTS PSHP LIABILITY BASED ON: Nature of Pshp Business, & Scope of contracting partner’s actual or apparent authority Example: Partner’s App. Auth. To Borrow Trading Pshp (bus. Inventory) --> Yes Nontrading Pshp (service bus.) --> No Note: Auth to borrow would carry implied auth to pledge pshp assets

6. TORT & CRIM LIAB OF PSHP FOR ACTS OF PARTNERS S/A LIAB OF P FOR ACTS OF A NO LIAB FOR INTENTIONAL TORTS & CRIMES UNLESS: OTHER PARTS PARTIC OR AUTH COMMITTED W/I SCOPE OF PSHP BUS COMMITTED W/I SCOPE OF PARTNER’S AUTHORITY (See case, p. 607)

7. INDIV LIAB OF A PARTNER FOR DEBTS OF PSHP PSHP DEBTS INCURRED BEFORE ADMISSION--just am’t. of cap contrib PSHP DEBTS INCURRED AFTER ADMISSION--unltd LIAB FOR CONTRACTS-->JOINT (must name all partners) LIAB FOR TORTS-->JOINT & SEVERAL RIGHT OF CONTRIBUTION

8. PSHP BY ESTOPPEL LIAB OF A NON-PARTNER TO Ts WHO: HOLDS HIMSELF OUT AS A PARTNER ALLOWS OTHERS TO HOLD HIM OUT AS A PARTNER INAPPLIC IF T KNOWS OTHERWISE DOES SILENCE = CONSENT? REPS. WHEN PRESENT REPS. WHEN NOT PRESENT