The Partnership Agreement Book
After a nearly 20-year career, Evan Dawson has been a partner in a large New York law firm, White and Case. In 1988, the company tried to convince him to retire as a partner, but he refused. In July 1988, the company`s other partners voted to dissolve the partnership, and immediately re-founded, without Dawson as a partner. He had been fired from a general partnership as a partner. Dawson filed a complaint against White-Case for «accounting,» saying that the law firm`s «good will» should be part of the partnership`s assessment. The general law in New York at the time was that professional partnerships, such as law firms, do not have good will. The reason behind the rule is that, as professionals, the partner law firm develop and maintain their own goodwill with clients, and if a partner leaves the company then goodwill leaves with that partner. In its submissions on this case, the New York Court of Appeals held that, except in the partnership agreement, value is in fact an advantage of the partnership and must be distributed in the event of the dissolution of the partnership. In general, RUPA has adopted the company`s approach, which considers the partnership to be a separate legal entity, owning assets and able to take legal action on its own behalf. However, in some cases, RUPA considers the partnership to be a set of co-owners; for example, it retains joint responsibility for partnership commitments.
In practice, therefore, the current partnership has both aggregate and entity attributes. The partnership is, for example, taxed as a taxpayer and each co-owner is taxed on his or her proportionate share of the company`s profits. PARTENARIAT, contracts. An agreement between two or more people to raise their money, property, work and skills, or either or all, to promote fair trade and to distribute the resulting benefits and losses among themselves, whether reasonable or not. Two Bouv. Inst. n. 1435; Watson on Partn. 1; Gow on Partn. 2; See Civ.
Code de Lo. Section 2772; Code Civ. art. 1832; Forbes. Inst. Scottish Law, Part 2, B. 3, 3, 184; Edit. Edin. 1722, 12. Dolmat, Civ. Law, 1, 85; 9.
John. A. 488; It`s a tampon. B. 5, about 8; 2 H. Bl. 246; 1 H. Bl. 37; Mr. Ersk. Inst.B. 3, T.
3, 18; Tapia, Jurisp Elementos. Mercantil, 86; 5 Duv. Dr. Civ. Fr. t. 9, c. 1, n, 17; 4 Pard. Dr. Com.
966; Two Bell`s Com. 611, 5th edition; Aso and Mann. Inst.B. 2, tit. 1. Sometimes partnership is a moral being that consists of the reunification of all partners. 4 Pard. n. 966. Since a partnership has its own existence as a person, it is required to fulfill all its obligations and the partners are individually bound and responsible only for their delay, as collateral.
2 Bell`s Comm.B. 6, c. 1, 4, 619, 5th Edition 2. Partnerships are considered, 1. Regarding their character and the extent of how they view the property. 2d. As far as the number and nature of the parties is concerned. 3d. Because they are divided by the French code. 4. As for their creation.
5. As far as its purpose is concerned. 6. As for their duration. 7. As for their dissolution. 8. With respect to partnerships in Louisiana. 3rd sec 1. In terms of their nature and scope, the way they view property, partnerships can be divided into three classes, namely: universal partnerships; General partnerships limited or special partnerships.