No tangible property. Intangible? Ownership and Control of Property 5 year term; defined by contract Rights of Parties on Termination/Dissolution No holding out for contract Conduct/Holding Out to Third purposes; no mutual name Parties Partnership by Estoppel - how third parties can sometimes hold non-partners liable as though they were partners RUPA § 308 Liability of a Purported Partner – The third party plaintiff must establish that: The person sought to be charged as a partner made a representation, either by words or conduct, purporting to be a partner, or consented to being represented by another as a partner; and The party relied on this representation in entering into a transaction with the actual or purported partnership (= a change of position with consequent injury in reliance on the representation). Parntership by Estoppel No Partnership by Estoppel Here – Give Credit The statute speaks only to the creation of liability to persons who, in reliance upon – representations as to the existence of a partnership, credit” to that partnership. “give Here, is no evidence that credit was extended on the basis of any representation of a partnership existing between PW-Bahamas and South Carolina members of the PW-US partnership B. See Handout: Overview of Rules on Partnership Management Rights and Liabilities (Copied Here) RUPA § 401(f): partner has equal rights in the management and conduct of the partnership business.” “Each This means the default = 1 partner/ 1 vote (a capita basis”). “per For example: A contributes 70% of the partnership capital, B contributes 20% of the partnership capital, and C contributes 10%. A, B, and C each have 1 equal vote. This is a default rule that can be altered by agreement. E.g., the partners could agree that A gets 7 votes, B gets 2 votes, and C gets 1 vote, in accordance with their economic contributions. RUPA §401(j):
Ownership and Control of Property No tangible property. Intangible? Rights of Parties on Termination/Dissolution 5 year term; defined by contract Conduct/Holding Out to Third Parties No holding out for contract purposes; no mutual name Partnership by Estoppel - how third parties can sometimes hold non-partners liable as though they were partners RUPA § 308 – Liability of a Purported Partner The third party plaintiff must establish that: The person sought to be charged as a partner made a representation, either by words or conduct, purporting to be a partner, or consented to being represented by another as a partner; and The party relied on this representation in entering into a transaction with the actual or purported partnership (= a change of position with consequent injury in reliance on the representation). Parntership by Estoppel – No Partnership by Estoppel Here Give Credit – The statute speaks only to the creation of liability to persons who, in reliance upon representations as to the existence of a partnership, “give credit” to that partnership. Here, is no evidence that credit was extended on the basis of any representation of a partnership existing between PW-Bahamas and South Carolina members of the PW-US partnership B. See Handout: Overview of Rules on Partnership Management Rights and Liabilities (Copied Here) RUPA § 401(f): “Each partner has equal rights in the management and conduct of the partnership business.” This means the default = 1 partner/ 1 vote (a “per capita basis”). For example: A contributes 70% of the partnership capital, B contributes 20% of the partnership capital, and C contributes 10%. A, B, and C each have 1 equal vote. This is a default rule that can be altered by agreement. E.g., the partners could agree that A gets 7 votes, B gets 2 votes, and C gets 1 vote, in accordance with their economic contributions. RUPA §401(j):