Business Law Graded Project

| The partners are jointly and severally liable for business debts and obligations. The partners are held personally responsible for the business and may be sued personally for liability. Partners’ personal assets are subject to lawsuit(s) made against the business. Lack of continuity; death of a partner may end the partnership/business if a buy/sell agreement is not in place. Disagreements may be difficult to resolve.

In Violet’s case, she has the rights of a partner: a right to share profits; to examine partnership books and receives a quarterly business statement and has a partner’s liability to share losses. She is in fact a partner in addition to a lender, though it is expressly stated in the loan agreement that Violet, being the lender, is not to be regarded as a partner of the business.

Longevity/Continuity- The partnership would keep operating outside of the limited partner's death, as per usual, however, if a general partner dies, and the agreement hasn't covered the possibility of their death and also agreed that the business will keep running past the death of a general partner, the partnership will immediately dissolve.

Term of Partnership: - A term has to be signed for partnership, starting from the commencing date or the date when the partnership was signed. A term can also be interpreted as an advantage because if the company is not doing well according to the partners agreement, when the term ends each partner will take

Partners can remove their signatures from the lines of credit and thus, are no longer personally liable to the creditors

Participants shall not to pledge/mortgage or provide as collateral the compensations obtained from insurances, listed in clause 9.2

* The ownership of the partners is dissolved and they become mere employees who are responsible to the shareholders and Board of Directors

The Partnership commences upon filing of this partnership declaration and will carry on for an indefinite period of time, unless terminated due to any reason listed out in this agreement or dissolved with the written consent of at least 80% of all the Members of this Partnership. Admitting a new member will not dissolve this partnership. The resignation, withdrawal, or termination of a Member will not dissolve this partnership.

participating in management, including having signing authority for contracts and bank accounts, and enjoying access to information regarding the business

In this specific case two special clauses were included in the contract, one of which was subject to finance clause and the other clause was if the purchaser was not able

The right of setoff is a vitally important right that gives a creditor (such as a lender under a credit agreement) the authority to seize and apply deposits of a debtor (such as a borrower under such a credit agreement) to reduce the amount that such debtor owes to such creditor. The right of setoff exists by way of (i) common law, (ii) statute or (iii) contractual agreement.

Section 1 of the Partnership Act (1890) offers an understandable definition of what a General Partnership is. Briefly, this kind of partnership can be created between two or more persons that want to carry on a business and they must share a common view of profit as main aim. In addition, the business must be register throughout the Royal Charter or the Companies Act (2016) or by any Act of Parliament.

Thus each of the partners is bound by the other’s act assuming that a transaction falls within the express, implied or ostensible authority as stated in s6(1). In respect to s7 an agent should have special express authority to bind the other partners and the firms for the acts lying outside of the partnership business (Allen, 2002).

Accordingly, the liability of a limited partner for the obligations of the partnership will be limited to the contribution made or agreed to be made by the limited partner pursuant to what is actually set out in the certificate of partnership. So, for example, in the event the partnership incurs significant liability, if a limited partner contributes more money than what is set out in the certificate of partnership, then this partner will be liable for that amount in excess of the stated amount on the certificate of partnership. Similarly, if the partnership incurs significant liability, and if a limited partner has not yet fully invested their contribution set out in the certificate of partnership, this limited partner will be liable to the creditors of the partnership for that portion of the unfunded contribution.

A partnership, once again like the Sole Proprietorship, has a lack of continuity. Complications begin to arise if one of the partners die. A partnerships interest inheritance is often non-transferrable because the remaining partner may not agree on working with the person which inherited that portion of the