Chapter 2 - Gwu

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Pav-Saver Corp. v. Vasso Corp. Dissolution The “Winding Up Period Final Termination Acquisition of Assets/Business by some partners Continuation Following Wrongful Dissolution Continuation per agreement (c) 2004 221
Continuation Per Agreement (After Dissolution) � Effect on the partnership � Technically, this creates a new partnership (confusing treatment in Putnam v. Shoaf) � Creditors of former partnership automatically become creditors of the new partnership [UPA §41] � Effect on the departing partner(s) � Departing partner entitled to an accounting � Fair value of the partnership, plus interest from the date of dissolution in the event of an unreasonable delay in payment. � Departing partner remains liable on all firm obligations unless released by creditors [UPA §36, RUPA §703] � Effect on a new partner � A new partner that joins the partnership when it continues after dissolution is liable to old debts, but his liability can only be satisfied out of the partnership assets (i.e., he has no personal liability) [UPA §41(1), RUPA §306(B)]. (c) 2004 222
Page 1 and 2: Corporations Prof. Michael Abramowi
Page 3 and 4: � Facts Fenwick v. Unemployment C
Page 5 and 6: � Facts � KNK’s problems The
Page 7 and 8: Partnership by estoppel: Young v. J
Page 9 and 10: RUPA § 404: General Standards of P
Page 11 and 12: Grabbing and Leaving: Meehan v. Sha
Page 13 and 14: Expulsion: Lawlis v. Kightlinger &
Page 15 and 16: Partnership Property � UPA §25(1
Page 17 and 18: Partnership Capital � Initial cap
Page 19 and 20: Partner’s authority � UPA (1914
Page 21 and 22: Deadlock: Summers v. Dooley � Fac
Page 23 and 24: Centralized Management of a Partner
Page 25 and 26: Consequences of Dissolution Dissolu
Page 27 and 28: Owen v. Cohen � Facts � Owen-Co
Page 29 and 30: � Facts Collins v. Lewis � Coll
Page 31 and 32: The Process of Terminating the Part
Page 33 and 34: Disassociation and Dissolution: UPA
Page 35: � Facts � Main Issues: Disotell
Page 39 and 40: Pav-Saver Corp. v. Vasso Corp. �
Page 41 and 42: Partnerships: Dissolution review
Page 43 and 44: Terminating the Partnership � The
Page 45 and 46: UPA (1914) § 40 � § 40(b): subj
Page 47 and 48: Buyout (buy-sell) agreements � Is
Page 49 and 50: Law firm dissolution: Jewel v. Boxe
Page 51 and 52: Characteristics of Limited Partners
Page 53: LLPs and LLLPs � Limited Liabilit

Chapter 2 - Gwu

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