Chapter 2 - Gwu

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Law firm dissolution: Meehan v. Shaughnessy revisited � What was Parker Coulter’s formula for unresolved cases? � How were capital accounts and current partnership income distributed? � What is the additional penalty for improper grabbing and leaving that is imposed here? (c) 2004 259
Characteristics of Limited Partnerships � A limited partnership is composed of at least one general partner, and of at least one limited partner. The formation of the partnership requires filing certain documents (typically with the state’s Secretary of State). � The death of a limited partner does not cause the dissolution of the partnership, and limited partnership shares are often transferable. Limited partners may have restricted voting rights. � The general partner is personally liable to creditors. However, some states allow the general partner to be a corporation. This allows both unlimited life to the partnership, and limited liability to all the people involved. � According to RULPA (Uniform Limited Partnership Act (1976), which replaced ULPA (1916)) §303(a), limited partners are liable only to the extent of their contributions, unless: � They are also general partners � They exercised control or had a right to exercise control – in such case, they are liable only to persons who reasonably believed, based on the limited partner’s conduct, that the limited partner is a general partner). (c) 2004 264
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 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: Law firm dissolution: Jewel v. Boxe
Page 53: LLPs and LLLPs � Limited Liabilit

Chapter 2 - Gwu

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