Also known as: partner · partners · partnerships · firm
Written by attorneys · grounded in primary & secondary sources — see below
An association of two or more persons who carry on a business as co-owners for profit. Existence of a partnership is presumed when the persons agree to share profits or losses proportionally.
Prism Analytics served a deposition notice on Prime Logistics, a partnership, listing specific topics about contract performance. Prime Logistics designated its managing partner to testify on those topics after conferring with Prism Analytics. The designated partner appeared and answered questions based on information known to the partnership.
Judge Harlan owned a twenty-percent interest in Platinum Partners, a partnership that held stock in a company named in a pending lawsuit. Harlan disclosed the interest to the parties and recused himself from the case. The recusal prevented any appearance that the judge's financial stake could influence the outcome.
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After leaving government service, lawyer Quinn joined a firm that represented Pioneer Energy, a partnership. Quinn possessed confidential government information about a competitor obtained during public employment. The firm screened Quinn from the matter and gave written notice to the agency, allowing the representation to continue.
Perry Pratt and Portia Price used funds from their partnership account to buy a delivery van. The title listed only Pratt's name with no mention of the partnership. Because partnership assets paid for the van, the vehicle is presumed to belong to the partnership rather than to Pratt individually.
Pierre Poulin formed a limited partnership to operate a chain of cafes. The certificate filed with the state used only the words "Poulin Ventures" without the required phrase or abbreviation. State officials rejected the filing and required the name to include "limited partnership" or "LP" to comply with statutory naming rules.
A corporation's board authorized it to become a partner in a joint venture with two individuals. The articles of incorporation expressly permitted the corporation to act as a partner in any partnership. The corporation contributed capital and shared management duties under the joint-venture agreement.
A partnership arises automatically when two or more persons agree to carry on a business as co-owners for profit. No written agreement or state filing is required. The relationship itself creates the entity.
Receipt of a share of profits creates a presumption that the recipient is a partner unless the payment was made for another purpose such as wages or rent. The presumption can be rebutted by evidence showing a different arrangement.
Property purchased with partnership assets is presumed to be partnership property even if title is taken in an individual partner's name without any partnership reference. The source of the funds controls the classification.
A corporation may act as a partner, member, or manager of a partnership or joint venture when its governing documents authorize the action. The corporation exercises its powers through designated agents who bind the entity.
A limited partnership that is not a limited liability limited partnership must include the words "limited partnership" or the abbreviation "LP" or "L.P." in its name. The name may not use the LLLP designation.
…until "agreement-in-principle" as to the price and structure of the transaction has been reached between the would-be merger partners. See Greenfield v. Heublein, Inc., 742 F. 2d 751, 757 (CA3 1984), cert. denied, 469 U. S. 1215 (1985). By definition, then, information concerning any negotiations not yet at the…