Chapter 2 - Gwu

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Partnerships: Dissolution review � 6. The partners may bid for the assets of the partnership, including its goodwill. That is, partners may bid to buy its assets piecemeal or as a going concern. � 7. Partners owe each other a fiduciary obligation, so they cannot dissolve in bad faith. An example of bad faith: One partner knows that the other partner does not have and cannot raise the money to bid on the partnership, and that there will be no other bidders at a fair price (that is, a price reflecting the value of the assets to either of the partners in the absence of capital constraints on capital), and dissolves in order to be able to buy the partnership assets at an unfairly low price. In effect, then, when a partner dissolves and bids for the assets of the partnership, he or she must pay a fair price. Otherwise, a court may find bad faith and a violation of the fiduciary duty. (c) 2004 230
Terminating the Partnership � The right to dissolve � Consequences of dissolution � Division of remaining profits/losses � Exit Mechanism: Buy-out agreements (c) 2004 231
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 and 36: � Facts � Main Issues: Disotell
Page 37 and 38: Continuation Per Agreement (After D
Page 39 and 40: Pav-Saver Corp. v. Vasso Corp. �
Page 41: Partnerships: Dissolution review
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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