The document discusses duties and liabilities of partners in partnerships. It notes that partners owe each other and the partnership the highest degree of loyalty and must act in good faith. Partners are not entitled to wages but share profits and losses. Management decisions generally require majority rule consent, and partners have authority to bind the partnership in ordinary business dealings but may limit authority through agreements. Partnerships and partners are liable for torts committed in the ordinary course of business but LLPs limit individual partner liability.
Chapter 37 – Introduction to Forms of Business and Formation of PartnershipsUAF_BA330
This document provides an overview of different forms of business including sole proprietorships, partnerships, corporations, and limited liability companies. It discusses key aspects of forming and operating a general partnership under the Revised Uniform Partnership Act, including how partnerships are created, partnership interests, and partnership property. Examples and cases are provided to illustrate partnership concepts.
Chapter 38 – Operation of Partnerships and Related FormsUAF_BA330
This document discusses partnership duties and liability. It covers key duties partners owe each other including loyalty and good faith. Partners generally cannot compete with the partnership without consent. The document also discusses liability of partners for torts and contracts committed by other partners, as well as how limited liability partnerships can reduce some personal liability for partners.
Chapter 37 – Introduction to Forms of Business and Formation of PartnershipsUAF_BA330
The document provides an overview of different forms of business including sole proprietorships, partnerships, corporations, and limited liability companies. It discusses key characteristics of each form and how choosing an appropriate form depends on an owner's goals for control and liability. The document also covers topics related to partnerships specifically, including how partnerships are created, the concept of purported partners, and issues regarding partnership property ownership.
Chapter 39 – Partners’ Dissociation and Partnerships’ Dissolution and Winding UpUAF_BA330
This chapter discusses partnership dissolution, winding up, and changes in partnership structure. It defines dissociation as a partner leaving the partnership and outlines wrongful vs. nonwrongful dissociation. Dissolution begins the winding up process of selling assets and distributing proceeds. The document discusses partnership termination, continuing the business after dissociation, and buying out dissociated partners' shares. It also covers adding new partners and the case Warnick v. Warnick regarding dissociation and buyout remedies.
This document provides an overview of limited liability companies (LLCs), limited partnerships, and limited liability limited partnerships. It discusses the key attributes of each type of business entity including formation, management, taxation, liability of members/partners, duties, dissociation, dissolution and more. The document contains learning objectives, definitions, comparisons of the different entity types, and sample test questions to assess understanding.
Chapter 42 – Organization and Financial Structure of CorporationsUAF_BA330
The document discusses the legal process and requirements for incorporating a business, including preparing articles of incorporation, filing with the secretary of state, holding an organizational meeting, and various financing options through the sale of equity and debt securities. It also examines the duties of promoters and potential issues that can arise from defective incorporation.
The document outlines key aspects of partnership law under the Partnership Act 1932 in India. It defines a partnership, outlines essential elements, and describes types of partnerships. It discusses registration of partnerships, effects of non-registration, and the registration method. It also summarizes rules regarding rights and liabilities of partners, treatment of personal profits, partnership property, implied authority of partners, and reconstitution and dissolution of partnerships.
Partnership and company have key differences. A partnership is the relation between persons carrying on business together with a view of profit, governed by the Partnership Act 1961. A company is a separate legal entity registered under the Companies Act 1965. While a partnership consists of at least two partners with unlimited liability, a company has a legal personality separate from its members and shareholders have limited liability once shares are fully paid.
Chapter 37 – Introduction to Forms of Business and Formation of PartnershipsUAF_BA330
This document provides an overview of different forms of business including sole proprietorships, partnerships, corporations, and limited liability companies. It discusses key aspects of forming and operating a general partnership under the Revised Uniform Partnership Act, including how partnerships are created, partnership interests, and partnership property. Examples and cases are provided to illustrate partnership concepts.
Chapter 38 – Operation of Partnerships and Related FormsUAF_BA330
This document discusses partnership duties and liability. It covers key duties partners owe each other including loyalty and good faith. Partners generally cannot compete with the partnership without consent. The document also discusses liability of partners for torts and contracts committed by other partners, as well as how limited liability partnerships can reduce some personal liability for partners.
Chapter 37 – Introduction to Forms of Business and Formation of PartnershipsUAF_BA330
The document provides an overview of different forms of business including sole proprietorships, partnerships, corporations, and limited liability companies. It discusses key characteristics of each form and how choosing an appropriate form depends on an owner's goals for control and liability. The document also covers topics related to partnerships specifically, including how partnerships are created, the concept of purported partners, and issues regarding partnership property ownership.
Chapter 39 – Partners’ Dissociation and Partnerships’ Dissolution and Winding UpUAF_BA330
This chapter discusses partnership dissolution, winding up, and changes in partnership structure. It defines dissociation as a partner leaving the partnership and outlines wrongful vs. nonwrongful dissociation. Dissolution begins the winding up process of selling assets and distributing proceeds. The document discusses partnership termination, continuing the business after dissociation, and buying out dissociated partners' shares. It also covers adding new partners and the case Warnick v. Warnick regarding dissociation and buyout remedies.
This document provides an overview of limited liability companies (LLCs), limited partnerships, and limited liability limited partnerships. It discusses the key attributes of each type of business entity including formation, management, taxation, liability of members/partners, duties, dissociation, dissolution and more. The document contains learning objectives, definitions, comparisons of the different entity types, and sample test questions to assess understanding.
Chapter 42 – Organization and Financial Structure of CorporationsUAF_BA330
The document discusses the legal process and requirements for incorporating a business, including preparing articles of incorporation, filing with the secretary of state, holding an organizational meeting, and various financing options through the sale of equity and debt securities. It also examines the duties of promoters and potential issues that can arise from defective incorporation.
The document outlines key aspects of partnership law under the Partnership Act 1932 in India. It defines a partnership, outlines essential elements, and describes types of partnerships. It discusses registration of partnerships, effects of non-registration, and the registration method. It also summarizes rules regarding rights and liabilities of partners, treatment of personal profits, partnership property, implied authority of partners, and reconstitution and dissolution of partnerships.
Partnership and company have key differences. A partnership is the relation between persons carrying on business together with a view of profit, governed by the Partnership Act 1961. A company is a separate legal entity registered under the Companies Act 1965. While a partnership consists of at least two partners with unlimited liability, a company has a legal personality separate from its members and shareholders have limited liability once shares are fully paid.
This document summarizes key aspects of partnership law regarding when the acts of a partner can bind their other partners to outsiders. It discusses the four requirements under Section 7 of the Partnership Act for a partner's actions to bind the firm: 1) the act was by a partner 2) was within the scope of the firm's business 3) was conducted in the usual way and 4) the outsider knew or believed the person was a partner. The document analyzes several cases that further illustrate these requirements, such as when investment advice could be considered within a firm's usual business activities.
Partnership is a business relationship between two or more persons who agree to share the profits or losses of the business. Key features include an agreement to conduct business together and share profits/losses, unlimited liability of the partners, and flexibility to divide responsibilities. A partnership deed is a written agreement that outlines terms like capital contributions, profit/loss sharing ratios, partner roles, and dissolution procedures. The advantages of a partnership include easier formation, larger capital availability, flexibility, and quick decision making. However, partnerships also have disadvantages like potential lack of harmony between partners, instability risk with partner changes, and limited growth potential compared to other business structures.
Partnership is a form of business ownership that arises when two or more persons come together and pool their capital, skills, and labor to operate a business for mutual profit. The key reasons for forming a partnership include overcoming limitations of sole proprietorship such as limited resources and skills by combining the strengths of multiple individuals. A partnership is governed by the Indian Partnership Act of 1932 and allows for unlimited liability as well as shared profits, losses, risks, and mutual agency between partners in operating the business together.
Partners have duties of loyalty, obedience, and reasonable care towards the partnership. They must act in good faith, not take secret profits, share management rights, inspect books, and share profits equally unless otherwise agreed. Partners are jointly and severally liable for partnership debts and torts. They can be reimbursed for payments on partnership behalf and receive their share of capital after creditors are paid upon dissolution.
Partnership refers to an association of two or more persons to carry on a business for profit. Partners contribute money, property, or skills and intend to divide any profits. Key advantages are ease of formation and flexibility, while unlimited liability and limited term are disadvantages. Partnerships can be general, with all partners liable, limited, with some partners' liability capped, or a mix of both. Partners may contribute capital, labor, or a combination of both.
The document discusses three forms of business ownership: sole traders, partnerships, and companies. As a sole trader, one person owns and operates the business and has unlimited liability. Partnerships involve two or more people carrying on a business together, with joint and several liability. Companies have separate legal identity, perpetual succession, and shareholders have limited liability. The advantages and disadvantages of each form are also compared.
This document discusses key aspects of partnership law under the Partnership Act 1932. It defines a partnership as a relation between persons who agree to share profits from a business carried on by them. A partnership deed lays out rights and obligations of partners such as profit sharing ratios and salary. Essential elements of a partnership include association of two or more persons, existence of a contract, carrying on a business, and sharing of profits. The document describes different types of partners and their roles, as well as rights and duties of partners. It concludes by distinguishing between unlimited and limited liability of partners.
This document discusses different classifications of partnerships according to their activities, liability of partners, duration, and legality. Partnerships can be classified as commercial or professional based on their activities. As for liability, partnerships can be general, where all partners have unlimited liability, or limited, where at least one partner has limited liability. A partnership's duration can be at will, with no fixed term, or it can have a fixed term for a specific purpose or undertaking. Finally, partnerships are classified as de jure if they comply with legal formation requirements or de facto if they do not comply fully.
This presentation introduces a group project on partnership business. The group members are listed, and the topic is defined as a voluntary agreement between persons to share profits from a business carried out by one or more of them. Key characteristics of a partnership include sharing profits, mutual agency, unlimited liability, and restrictions on transferring shares. The document outlines who can be partners, different types of partners, the duties and rights of partners, and ways a partnership can be dissolved, such as by agreement, notice, or contingencies.
A partnership is a business organization owned by two or more persons called partners who come together voluntarily to combine their skills, experience, and resources to make a profit. The key features of a partnership are that it has voluntary association between partners, mutual agency where each partner can act on behalf of the business and bind the other partners, unlimited liability where each partner is personally responsible for the partnership's debts, limited life as it can end when a partner withdraws or dies, and co-ownership of property where assets are jointly owned and distributed based on capital accounts if the partnership dissolves.
The document summarizes key principles of partnership law in Malaysia. It discusses sources of partnership law, including the Partnership Act 1961 which is similar to the English Partnership Act 1890. It analyzes the case of Chan King Yue v Lee & Wong which applied principles of equity to allow recovery of a loan to a partnership. The document defines a partnership and notes a partnership has no separate legal existence from its partners. It examines types of partners and their authority to bind the partnership. Finally, it discusses formation of partnerships and liability of partners.
This document discusses different types of partnerships under Indian partnership law, including:
- General partnerships where liability is unlimited
- Limited partnerships where some partners' liability is limited to their contributions
- Partnerships at will which have no defined period and can be dissolved by any partner
- Particular partnerships formed for a specific time period or purpose
It also outlines the rights and responsibilities of different types of partners such as active, sleeping, secret, and limited partners.
The document discusses partnership businesses, including their objectives, missions, visions, methodologies, limitations, and requirements. A partnership business involves two or more people entering a partnership agreement to jointly operate a business venture. Key requirements include a contract between partners, association of two or more people, agreement to carry on business and share profits, and mutual agency where all partners act on behalf of the business. While registration is not mandatory, it provides benefits like protecting assets and allowing partners to seek private equity funding. Overall, partnership relies on trust between partners.
The document discusses key aspects of partnerships and limited liability partnerships under Indian law. It defines a partnership as a relationship between persons who agree to share profits of a business. A partnership must have minimum 2 and maximum 20 partners. An LLP provides benefits of limited liability while allowing flexibility of a partnership. It has minimum 2 partners, no maximum limit, and partners have limited liability for firm debts. An LLP is a separate legal entity from its partners.
This document discusses partnerships under Pakistani law. It defines a partnership as a voluntary association of two or more people who contribute money, property, time or skills to operate a business for profit and share losses. The key points covered include types of partnerships and partners, how partnerships are formed through partnership agreements, characteristics like unlimited liability and mutual agency between partners, and ways partnerships can dissolve.
The document discusses the law of partnership in Pakistan. It defines a partnership as a voluntary association of two or more people who contribute money, property, or skills to carry on a lawful business and share profits and losses. The key characteristics of a partnership include no separate legal entity, agreement between partners, a minimum of two partners, engagement in business, profit sharing, unlimited liability, capital contributions, duties of good faith, management involvement, transferability of interests, and duration. The document also discusses types of partnerships like partnership-at-will and particular partnerships.
The document discusses key concepts related to partnership law in Pakistan including the definition of a partnership, types of partnerships, tests to determine if a partnership exists, registration of firms, and dissolution of partnerships and firms. A partnership is a voluntary association of two or more persons who contribute money, property, time and skills to carry on business for profit and share losses. There are three types of partnerships: partnership-at-will, particular partnership, and limited partnership. For a partnership to exist, there must be an agreement to conduct business to share profits, with a principal-agent relationship among partners. A firm refers to the collective partners but has no separate legal identity. Dissolution of a partnership differs from dissolution of a firm, which
This chapter discusses various legal issues relevant to small businesses. It covers choosing an appropriate business name and legal structure, factors to consider like liability and taxes. The chapter also discusses contracting, negotiating, and addressing potential legal liabilities. Key terms are defined, such as sole proprietorships, LLCs, independent contractors, litigation, arbitration, mediation, noncompete clauses, and more. Attorneys can help with these legal matters for hourly fees or retainers.
The document discusses the major forms of business ownership including sole proprietorships, partnerships, corporations, S-corporations, and limited liability companies. For each form of ownership, it covers characteristics like liability, tax implications, control structure, and costs. Choosing the best structure depends on an entrepreneur's goals, capital needs, and tolerance for risk. The key is understanding how each form matches their specific business and personal circumstances.
This document discusses partnership accounts in accounting. It defines a partnership as an agreement between two or more people to do business together to earn profits. It outlines the key contents of a partnership deed, including names of partners, capital contributions, profit/loss sharing ratios, interest payments, and duties. The document also discusses advantages like shared risk, and disadvantages like unlimited liability. It explains double-entry accounting for partnership transactions and different types of partners.
This document discusses partnership accounts in accounting. It defines a partnership as an agreement between two or more people to do business together to earn profits. It outlines the key contents of a partnership deed, including names of partners, capital contributions, profit/loss sharing ratios, interest payments, and duties. The document also discusses advantages like shared risk, and disadvantages like unlimited liability. It explains double-entry accounting for partnership transactions and different types of partners.
This document summarizes key aspects of partnership law regarding when the acts of a partner can bind their other partners to outsiders. It discusses the four requirements under Section 7 of the Partnership Act for a partner's actions to bind the firm: 1) the act was by a partner 2) was within the scope of the firm's business 3) was conducted in the usual way and 4) the outsider knew or believed the person was a partner. The document analyzes several cases that further illustrate these requirements, such as when investment advice could be considered within a firm's usual business activities.
Partnership is a business relationship between two or more persons who agree to share the profits or losses of the business. Key features include an agreement to conduct business together and share profits/losses, unlimited liability of the partners, and flexibility to divide responsibilities. A partnership deed is a written agreement that outlines terms like capital contributions, profit/loss sharing ratios, partner roles, and dissolution procedures. The advantages of a partnership include easier formation, larger capital availability, flexibility, and quick decision making. However, partnerships also have disadvantages like potential lack of harmony between partners, instability risk with partner changes, and limited growth potential compared to other business structures.
Partnership is a form of business ownership that arises when two or more persons come together and pool their capital, skills, and labor to operate a business for mutual profit. The key reasons for forming a partnership include overcoming limitations of sole proprietorship such as limited resources and skills by combining the strengths of multiple individuals. A partnership is governed by the Indian Partnership Act of 1932 and allows for unlimited liability as well as shared profits, losses, risks, and mutual agency between partners in operating the business together.
Partners have duties of loyalty, obedience, and reasonable care towards the partnership. They must act in good faith, not take secret profits, share management rights, inspect books, and share profits equally unless otherwise agreed. Partners are jointly and severally liable for partnership debts and torts. They can be reimbursed for payments on partnership behalf and receive their share of capital after creditors are paid upon dissolution.
Partnership refers to an association of two or more persons to carry on a business for profit. Partners contribute money, property, or skills and intend to divide any profits. Key advantages are ease of formation and flexibility, while unlimited liability and limited term are disadvantages. Partnerships can be general, with all partners liable, limited, with some partners' liability capped, or a mix of both. Partners may contribute capital, labor, or a combination of both.
The document discusses three forms of business ownership: sole traders, partnerships, and companies. As a sole trader, one person owns and operates the business and has unlimited liability. Partnerships involve two or more people carrying on a business together, with joint and several liability. Companies have separate legal identity, perpetual succession, and shareholders have limited liability. The advantages and disadvantages of each form are also compared.
This document discusses key aspects of partnership law under the Partnership Act 1932. It defines a partnership as a relation between persons who agree to share profits from a business carried on by them. A partnership deed lays out rights and obligations of partners such as profit sharing ratios and salary. Essential elements of a partnership include association of two or more persons, existence of a contract, carrying on a business, and sharing of profits. The document describes different types of partners and their roles, as well as rights and duties of partners. It concludes by distinguishing between unlimited and limited liability of partners.
This document discusses different classifications of partnerships according to their activities, liability of partners, duration, and legality. Partnerships can be classified as commercial or professional based on their activities. As for liability, partnerships can be general, where all partners have unlimited liability, or limited, where at least one partner has limited liability. A partnership's duration can be at will, with no fixed term, or it can have a fixed term for a specific purpose or undertaking. Finally, partnerships are classified as de jure if they comply with legal formation requirements or de facto if they do not comply fully.
This presentation introduces a group project on partnership business. The group members are listed, and the topic is defined as a voluntary agreement between persons to share profits from a business carried out by one or more of them. Key characteristics of a partnership include sharing profits, mutual agency, unlimited liability, and restrictions on transferring shares. The document outlines who can be partners, different types of partners, the duties and rights of partners, and ways a partnership can be dissolved, such as by agreement, notice, or contingencies.
A partnership is a business organization owned by two or more persons called partners who come together voluntarily to combine their skills, experience, and resources to make a profit. The key features of a partnership are that it has voluntary association between partners, mutual agency where each partner can act on behalf of the business and bind the other partners, unlimited liability where each partner is personally responsible for the partnership's debts, limited life as it can end when a partner withdraws or dies, and co-ownership of property where assets are jointly owned and distributed based on capital accounts if the partnership dissolves.
The document summarizes key principles of partnership law in Malaysia. It discusses sources of partnership law, including the Partnership Act 1961 which is similar to the English Partnership Act 1890. It analyzes the case of Chan King Yue v Lee & Wong which applied principles of equity to allow recovery of a loan to a partnership. The document defines a partnership and notes a partnership has no separate legal existence from its partners. It examines types of partners and their authority to bind the partnership. Finally, it discusses formation of partnerships and liability of partners.
This document discusses different types of partnerships under Indian partnership law, including:
- General partnerships where liability is unlimited
- Limited partnerships where some partners' liability is limited to their contributions
- Partnerships at will which have no defined period and can be dissolved by any partner
- Particular partnerships formed for a specific time period or purpose
It also outlines the rights and responsibilities of different types of partners such as active, sleeping, secret, and limited partners.
The document discusses partnership businesses, including their objectives, missions, visions, methodologies, limitations, and requirements. A partnership business involves two or more people entering a partnership agreement to jointly operate a business venture. Key requirements include a contract between partners, association of two or more people, agreement to carry on business and share profits, and mutual agency where all partners act on behalf of the business. While registration is not mandatory, it provides benefits like protecting assets and allowing partners to seek private equity funding. Overall, partnership relies on trust between partners.
The document discusses key aspects of partnerships and limited liability partnerships under Indian law. It defines a partnership as a relationship between persons who agree to share profits of a business. A partnership must have minimum 2 and maximum 20 partners. An LLP provides benefits of limited liability while allowing flexibility of a partnership. It has minimum 2 partners, no maximum limit, and partners have limited liability for firm debts. An LLP is a separate legal entity from its partners.
This document discusses partnerships under Pakistani law. It defines a partnership as a voluntary association of two or more people who contribute money, property, time or skills to operate a business for profit and share losses. The key points covered include types of partnerships and partners, how partnerships are formed through partnership agreements, characteristics like unlimited liability and mutual agency between partners, and ways partnerships can dissolve.
The document discusses the law of partnership in Pakistan. It defines a partnership as a voluntary association of two or more people who contribute money, property, or skills to carry on a lawful business and share profits and losses. The key characteristics of a partnership include no separate legal entity, agreement between partners, a minimum of two partners, engagement in business, profit sharing, unlimited liability, capital contributions, duties of good faith, management involvement, transferability of interests, and duration. The document also discusses types of partnerships like partnership-at-will and particular partnerships.
The document discusses key concepts related to partnership law in Pakistan including the definition of a partnership, types of partnerships, tests to determine if a partnership exists, registration of firms, and dissolution of partnerships and firms. A partnership is a voluntary association of two or more persons who contribute money, property, time and skills to carry on business for profit and share losses. There are three types of partnerships: partnership-at-will, particular partnership, and limited partnership. For a partnership to exist, there must be an agreement to conduct business to share profits, with a principal-agent relationship among partners. A firm refers to the collective partners but has no separate legal identity. Dissolution of a partnership differs from dissolution of a firm, which
This chapter discusses various legal issues relevant to small businesses. It covers choosing an appropriate business name and legal structure, factors to consider like liability and taxes. The chapter also discusses contracting, negotiating, and addressing potential legal liabilities. Key terms are defined, such as sole proprietorships, LLCs, independent contractors, litigation, arbitration, mediation, noncompete clauses, and more. Attorneys can help with these legal matters for hourly fees or retainers.
The document discusses the major forms of business ownership including sole proprietorships, partnerships, corporations, S-corporations, and limited liability companies. For each form of ownership, it covers characteristics like liability, tax implications, control structure, and costs. Choosing the best structure depends on an entrepreneur's goals, capital needs, and tolerance for risk. The key is understanding how each form matches their specific business and personal circumstances.
This document discusses partnership accounts in accounting. It defines a partnership as an agreement between two or more people to do business together to earn profits. It outlines the key contents of a partnership deed, including names of partners, capital contributions, profit/loss sharing ratios, interest payments, and duties. The document also discusses advantages like shared risk, and disadvantages like unlimited liability. It explains double-entry accounting for partnership transactions and different types of partners.
This document discusses partnership accounts in accounting. It defines a partnership as an agreement between two or more people to do business together to earn profits. It outlines the key contents of a partnership deed, including names of partners, capital contributions, profit/loss sharing ratios, interest payments, and duties. The document also discusses advantages like shared risk, and disadvantages like unlimited liability. It explains double-entry accounting for partnership transactions and different types of partners.
The document summarizes key aspects of partnership law under the Indian Partnership Act of 1932.
[1] It defines a partnership as the relation between persons who have agreed to share the profits of a business carried on by all or any of them acting for all. [2] The essential elements of a partnership include the association of two or more persons, the existence of a contract, carrying on a business, sharing of profits, and mutual agency between the partners. [3] A partnership can be dissolved through compulsory, voluntary, or court-ordered means and the business must then be wound up.
The document provides an overview of key concepts from the Indian Partnership Act of 1932. It defines a partnership as the relation between persons who have agreed to share the profits of a business carried on by all or any of them acting for all. The act specifies that a partnership requires two or more persons, an agreement to share profits, the carrying on of a business, and mutual agency between the partners. It also outlines types of partnerships, essential elements, implied authority of partners, and effects of admissions or notices concerning partnership affairs.
This document defines partnership and its essential elements. It discusses the different types of partners and types of partnerships. The key rights of partners are outlined. It also covers partnership deeds, exceptions to partnerships, and the differences between partnerships and companies. In under 3 sentences:
This document defines partnership under Indian law, outlines the essential elements of a partnership including association of persons and sharing of profits, discusses the different types of partners and partnerships, and covers key topics like partnership deeds, rights of partners, and the differences between partnerships and companies.
The document discusses key aspects of partnership contracts and firms under Indian law. It defines a partnership as an agreement between two or more persons to share profits of a business. A partnership firm is not a legal entity under law. The document outlines essential elements of a partnership like mutual agency between partners, their rights and duties, and consequences of dissolution like continuing liability of partners.
The document discusses key concepts around partnerships under Indian law, including:
1. The essential elements of a partnership include an association of two or more persons, an agreement to carry on business together, and a sharing of profits.
2. The rights and duties of partners are outlined, with rights including participation in management, inspection of books, and sharing of profits, and duties including acting for the common advantage and not claiming remuneration.
3. Dissolution of a partnership can occur through compulsory, agreement-based, or court-ordered means, and winding up is the process of settling partnership affairs after dissolution.
This document provides an overview of different forms of business including sole proprietorships, partnerships, corporations, limited liability companies, and limited partnerships. It discusses the key characteristics of each type of business such as ownership, liability, taxation, formation requirements, and management. The document also covers topics like partnership interests, purported partners, duties of members and partners, dissociation, and dissolution as they relate to partnerships and limited liability companies.
The document discusses key concepts related to partnerships under Indian law, including:
1. The essential elements of a partnership are an agreement between two or more persons to carry on business together and share profits.
2. There are various types of partners such as general partners, sleeping partners, and nominal partners. Partnerships must also be distinguished from co-ownership and joint Hindu family businesses.
3. Registration of partnerships is not mandatory but provides benefits like the ability to file lawsuits. If unregistered, partners cannot claim certain legal rights or protections.
4. Partners have both absolute duties like acting for the benefit of the partnership and qualified duties depending on the agreement. The document outlines various rights and responsibilities of partners
The document outlines the various duties and liabilities of partners in a partnership. It discusses partners' duties of loyalty, obedience, reasonable care, providing information, management, inspection of books, sharing profits, compensation, repayment of loans, contribution and indemnity, distribution of capital, and liability. Key points include that partners must act in good faith, not compete with the partnership, obey limitations, use reasonable care, share information, have equal management rights, inspect books, share profits equally unless otherwise agreed, and are jointly and severally liable for partnership obligations and debts.
1. The document discusses the characteristics of partnerships, including that partnerships are associations of two or more individuals who jointly own and operate a business for profit.
2. Key characteristics of partnerships include mutual agency where each partner's actions bind the others, limited life as partnerships can end when a partner withdraws or is unable to participate, and unlimited liability where each partner is responsible for all debts of the partnership.
3. The document also briefly discusses other business structures with some partnership characteristics like limited partnerships, limited liability partnerships, and S corporations.
Partnership is a form of business owned by two or more people, not exceeding twenty, based on a written or oral agreement. A partnership is formed through a contract between competent persons to jointly conduct lawful business and share the profits and losses. There are two main types of partnerships - general partnerships where all partners have unlimited liability, and limited partnerships which have both general and limited partners with the latter having limited liability. Key elements of partnerships include plurality of members, contractual relations between partners, lawful business activities, sharing of profits and losses, and mutual trust and confidence among partners.
Partnership at Will is an informal type of partnership with no fixed duration that can be dissolved at any time by any partner without notice. It does not require legal registration or formal compliance with authorities. Partners share profits and losses equally unless a written agreement specifies otherwise. This flexibility makes Partnership at Will convenient but lacks the legal protections of a formally registered partnership.
The document discusses key aspects of partnership business including:
1. Definitions of partnership and elements of a partnership business such as a lawful business purpose, business name, association of persons for profit, and contractual relationship between partners.
2. Characteristics of partnership businesses including the agreement, number of persons, profit sharing, and unlimited liability of partners.
3. The different types of partners such as active, sleeping, secret, limited, and nominal partners.
4. Rights and duties of partners, and the liabilities of partners to third parties. Consequences of a non-registered partnership are also summarized.
Relations of partners, Authority of partner, Liability of partner,
Rights of partner, Duties of partner, Partner by holding out or estoppel, Minor admitted as a partner, Reconstitution of a firm, Rights of an outgoing partner.
Partnership is a form of business owned by two or more but not more than twenty people based on a written or oral agreement. A partnership is formed to share profits from a business carried out by the partners. Key aspects of a partnership include a plurality of members, a contractual relationship between partners, engagement in a lawful business, and sharing of profits and losses. The document provides details about different types of partnerships, rights and duties of partners, and dissolution of a partnership.
The document discusses key aspects of the Indian Partnership Act for entrepreneurs, including definitions of partnership, requirements for partnership agreements and registration, rights and duties of partners, dissolution of partnerships and firms, and related topics. It provides answers to frequently asked questions about partnerships under Indian law to simplify an otherwise complex topic for ordinary entrepreneurs.
The document discusses key aspects of the Indian Partnership Act for entrepreneurs, including definitions of partnership, requirements for partnership agreements and registration, rights and duties of partners, dissolution of partnerships and firms, and other legal topics. It provides simplified explanations of complex legal concepts in the Act to make them more understandable for ordinary entrepreneurs.
The document provides an overview of key concepts in Indian partnership law for entrepreneurs, including:
1) Partnership requires an agreement between partners but registration is not mandatory.
2) A partnership is dissolved upon certain events like a partner's death, but an unregistered firm is not an illegal association.
3) Partners have rights like accessing accounts and duties like honesty, but a partner cannot force specific performance of agreements or acquire property without permission.
Similar to Chapter 38 – Operation of Partnerships and Related Forms (20)
The document discusses environmental regulation and laws in the United States. It provides an overview of the Environmental Protection Agency (EPA) and the goals of major federal environmental laws, including the Clean Air Act, Clean Water Act, and hazardous waste laws. It also discusses key concepts like pollution, different sources of environmental law, and how states and tribes can enact their own regulations. Global climate change is mentioned as an issue that may impact businesses in the future.
The document provides an overview of key US employment laws. It discusses legislation protecting worker safety, health and well-being such as Workers' Compensation and OSHA. It also covers laws regulating wages and hours like the Fair Labor Standards Act, and those ensuring financial protections such as Social Security, unemployment compensation and ERISA. Finally, it addresses equal opportunity legislation including the Equal Pay Act, Title VII of the Civil Rights Act, and the role of the EEOC in enforcing anti-discrimination statutes.
Chapter 48 – The Federal Trade Commission Act and Consumer Protection LawsUAF_BA330
The document summarizes consumer protection laws enforced by the Federal Trade Commission (FTC). It describes the FTC's powers to create rules, conduct investigations of unfair/deceptive practices, and hold adjudicative proceedings. It also explains key laws like prohibiting deception/unfairness, regulating telemarketing, and requiring clear warranties. The FTC works to promote fair competition and protect consumers from unscrupulous businesses.
This document provides an overview of corporate governance and management. It discusses key topics such as:
1) The roles and responsibilities of shareholders, boards of directors, officers, and committees in managing corporations.
2) Legal doctrines governing corporate objectives and powers like ultra vires.
3) Fiduciary duties of directors and officers, and standards of review like the business judgment rule.
4) Issues related to mergers, acquisitions, conflicts of interest, and shareholder oppression.
Chapter 41 – History and Nature of CorporationsUAF_BA330
The document discusses the history and nature of corporations, including how corporations evolved from special charters granted by states to modern enabling statutes, and covers key topics such as classes of corporations, state and federal regulation of corporations, what constitutes "doing business" in a state, and piercing the corporate veil. It also provides examples, definitions, and a short quiz.
Chapter 36 – Third-Party Relations of the Principal and the AgentUAF_BA330
This document discusses the legal principles governing the relationships between principals, agents, and third parties in both contract and tort law. It covers topics such as an agent's authority to bind a principal to contracts, a principal's liability for an agent's torts under respondeat superior or for misrepresentations, and exceptions where agents may be liable instead of or in addition to principals. It provides examples to illustrate these concepts and tests readers' understanding with multiple choice questions.
This document provides an overview of agency relationships, including how they are created and terminated. It discusses the duties of agents to principals, such as the fiduciary duty of loyalty and maintaining confidentiality. It also covers types of authority agents may have, the difference between employees and independent contractors, and cases that illustrate key agency principles like the duty of loyalty. The document uses headings, examples, and legal reasoning to explain agency law concepts.
Chapter 34 – Checks and Electronic TransfersUAF_BA330
This document provides an overview of checks and electronic funds transfers. It discusses the relationship between depositors and banks, the bank's duties regarding payment and collection of checks, stop-payment orders, certified checks, cashier's checks, and issues related to forged, altered and stale checks. It also covers laws governing electronic funds transfers, check collection, funds availability, and wire transfers. Key points covered include a bank's liability for wrongful dishonor of checks and its right to charge properly payable checks, as well as obligations of both banks and customers regarding timely reporting of unauthorized transactions or errors.
This chapter discusses the liability of parties involved in negotiable instruments. It explains the differences between primary and secondary liability and outlines warranties made during the transfer and presentment of negotiable instruments. The chapter also discusses exceptions to normal liability rules, discharge of liability, and key court cases related to liability for negotiable instruments.
Chapter 32 – Negotiation and Holder in Due CourseUAF_BA330
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The document discusses negotiable instruments and commercial paper. It provides an overview of negotiable instruments, including different types like promissory notes, checks, and certificates of deposit. It also covers key concepts like negotiability, holders in due course, and the Uniform Commercial Code articles that govern commercial paper. Examples are provided of cases involving ambiguous terms in negotiable instruments.
The document discusses different types of bankruptcy proceedings including Chapter 7 liquidations, Chapter 11 reorganizations, and Chapters 12 and 13 for family farms and consumer debt adjustments. It explains the process for filing bankruptcy, the automatic stay of creditor actions, how claims are handled, trustee duties in distributing assets and developing reorganization plans, and issues around discharge of debts and dismissal for abuse. Key cases discussed include In re Rogers regarding homestead exemptions and In re Made In Detroit regarding plan feasibility for confirmation.
Chapter 28 – Introduction to Credit and Secured TransactionsUAF_BA330
This document provides an overview of secured and unsecured credit transactions. It defines secured credit as transactions where the creditor requires the debtor to convey a lien or security interest on their property to minimize the creditor's risk of loss. It differentiates suretyship from guaranty as security devices. It also describes various types of liens that can be placed on real and personal property to secure credit obligations.
The document provides an overview of key concepts in insurance law, including:
1) Insurance allows an insured to transfer risk to an insurer in exchange for premium payments.
2) An insurance policy must satisfy contract requirements and be interpreted based on an average person's understanding.
3) Coverage disputes may involve determining whether a covered or excluded peril was the proximate cause of a loss.
3) Insurers have duties to defend claims potentially within the policy's scope and indemnify insured for covered losses up to policy limits.
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Chapter 22 – Remedies for Breach of Sales ContractsUAF_BA330
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Chapter 21 – Performance of Sales ContractsUAF_BA330
The document summarizes key concepts related to performance of sales contracts under the Uniform Commercial Code (UCC). It discusses general rules like good faith, course of dealing, and trade usage. It also covers obligations of buyers and sellers regarding delivery, inspection, payment, acceptance, revocation, rejection, and assurance. Specific cases are referenced to illustrate concepts like revocation of acceptance, demand for assurances, and excuse of performance. Test questions assess understanding of delivery location, inspection expenses, and grounds for demanding assurances.
This document provides an overview of product liability law, including theories of liability such as express and implied warranties, negligence, and strict liability. It discusses key concepts like merchantability and fitness for a particular purpose under warranties. Case examples demonstrate how courts analyze issues like design defects, failure to warn, and damages in product liability claims. The goal of product liability law is to appropriately allocate responsibility and costs for injuries from defective products between manufacturers and consumers.
Chapter 19 – Formation of Terms of Sales ContractsUAF_BA330
Risk of loss passes to buyer when seller delivers goods to carrier under shipment contracts like FOB, FAS, CIF, and C&F. Destination contracts keep risk with seller until delivery. Parties are free to agree otherwise subject to good faith.
The document discusses performance and remedies for breach of contract. It covers key topics such as:
1) Strict performance requires full compliance with contract terms, while substantial performance allows for minor deviations.
2) Failure to perform obligations is a breach of contract, giving the non-breaching party rights to damages. Material breaches allow further legal remedies.
3) Anticipatory repudiation occurs when a party indicates unwillingness to perform before the time for performance. The non-repudiating party can withhold performance and sue for damages.
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Forrester’s Digital Transformation Framework
IDC’s Digital Transformation MaturityScape
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Gartner’s Digital Transformation Framework
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3. Learning Objectives
Duties of partners to the partnership
and each other
Compensation of partners
Management powers of partners
Liability for torts and crimes
Lawsuits by and against partnerships
and partners
38 - 3
4. Duties of Partners to
Partnership and Each Other
Revised Uniform Partnership Act
(RUPA) states that partners owe
to the partnership and each other
the highest degree of loyalty and
must act consistently with the
obligation of good faith and fair
dealing (a fiduciary relationship)
Same duty for all partnership
forms
38 - 4
5. General Duties
General duties include duties to serve,
account for use or disposal of partnership
funds, act within actual authority, avoid
interests adverse to the partnership, disclose
material information, and maintain the
confidentiality of partnership information
“Silent” partners do not serve
Partners may compete with the partnership
only upon the consent of partners
38 - 5
6. Example
Ann and Elkie own the Ann Elk Tavern as
general partners. Ann wants to invest in her
boyfriend Brock’s auto shop and neighbor
Carol’s Bar N’ Grill. Ann could invest in
Brock’s shop without competing with the
Ann Elk Tavern partnership, but should not
invest in Carol’s Bar N’ Grill without first
getting Elkie’s consent
A tavern and a bar are too similar and may
give rise to a breach of duty claim
38 - 6
7. Example
Ann is general manager of Ann Elk Tavern
and Elkie handles the company’s finances
and accounting. Ann wants to help Brock
run his auto shop instead of working for Ann
Elk Tavern. While reviewing the books, Ann
discovered Elkie used company funds for a
down payment on her car. Ann also found
out that Elkie hired two waiters yesterday.
What issues are raised by this scenario?
38 - 7
8. Duty of Care
Each partner owes a duty of care in doing
partnership business
A partner isn’t liable to the partnership for
honest errors in judgment (negligence), but is
liable for losses resulting from gross
negligence, reckless conduct, intentional
misconduct, or a knowing violation of law
38 - 8
9. Duty of Care
A partner must make business decisions
that s/he has a reasonable belief are in the
best interests of the partnership
A partnership agreement may alter the duty
of care, but may not eliminate the duty
38 - 9
10. Spector v. Konover
Partners agreed to build shopping plazas
under a particular entity
No written agreement
Managing partner Konover diverted partnership
funds to other entities and commingled funds
Appellate court found Konover liable for
breach of fiduciary duty by misusing
partnership funds, self-dealing, and failing
to disclose material information
38 - 10
11. Compensation of Partners
RUPA states that a partner is not entitled to
salary or wages, even if disproportionate
time spent conducting partnership business
A monthly draw is allowable
Instead, partner compensation is a share of
business profits, offset by shared losses
Shared equally unless agreement to the contrary
38 - 11
12. Management Powers
Every partner in a partnership or LLP is a
general manager of the business
Thus, by implied authority, a partner binds the
partnership and partners for acts within the
ordinary course of business
Agreement among partners may expand,
restrict, or eliminate a partner’s implied
authority
38 - 12
13. Management Powers
A partner’s implied authority may not
contradict a partner’s express authority
created by agreement of the partners
A partner’s express and implied authority
together constitute actual authority
38 - 13
14. Restricting Implied Authority
When a partner’s implied authority is
restricted or eliminated, the partnership risks
the possibility that apparent authority to do
a denied act will remain
Partners may give notice of a partner’s
authority or limitation of authority by filing
a Statement of Partnership Authority or
Statement of Denial with the secretary of state
or the real estate recording office
38 - 14
15. Power to Convey Real Property
An individual partner’s transfer of real
property owned by a partnership will bind
the partnership if expressly, impliedly, or
apparently authorized, or ratified by the
partnership
A partner has implied and apparent
authority to sell real property if the
partnership sells real property in the usual
course of the partnership business
38 - 15
16. Borrowing Money
A partner may not borrow money in the
partnership’s name without express,
implied, or apparent authority
A partner in a trading partnership (with
inventory) has implied and apparent
authority to borrow money for partnership
A partner of a nontrading partnership
(services) has no implied or apparent
authority to borrow money
38 - 16
17. Negotiable Instruments
A partner with authority to borrow money
has authority to issue negotiable instruments
(e.g., promissory notes) for that purpose
If a partner’s name is on a checking account
signature card filed with a bank, the partner
has express authority to draw checks
Partners have authority to negotiate or
transfer instruments (e.g., checks) for the
partnership
38 - 17
18. Management Decisions
In general, management decisions in the
ordinary course of partnership business are
by majority rule, one vote per partner
Unless otherwise expressed by agreement
Some decisions not in the ordinary course of
business require unanimous consent
Example: a decision to expand or bring in
another partner
38 - 18
19. The Partnership Agreement
Partners may modify management rules by
their unanimous agreement: limiting or
expanding authority, delegating powers, or
creating classes of partners with special or
weighted voting rights
NBN Broadcasting, Inc. v. Sheridan Broadcasting N
: a lesson in the necessity of careful
drafting of an agreement
38 - 19
20. Liability for Torts & Crimes
Agency law respondeat superior
doctrine is applied to determine the
liability of the partnership and
other partners for torts of a partner
and partnership employees
Partnership and partners are liable
jointly and severally for torts of a
partner committed within ordinary
course of partnership business
38 - 20
21. General Partnership as Entity
Under RUPA, a partnership may sue or be
sued in its own name
Partners also may be sued since they are
jointly and severally liable for partnership
obligations (contract or tort)
If partnership and individual partners sued,
any judgment must first be satisfied from
partnership assets, then from personal assets
of the partners sued
38 - 21
22. General Partnership
Liability for Torts & Crimes
A partnership and partners are liable:
When a partner commits a breach of trust
For a partner’s negligence (generally)
Generally not for a partner’s intentional torts
When a partnership and partners are held
liable for a partner’s tort, they may recover
the amount of their vicarious liability from
the wrongdoing partner.
38 - 22
23. The LLP & Tort Liability
The limited liability partnership (LLP) was
created to reduce personal liability of
professional partners
An innocent partner of an LLP has no
liability for malpractice of partners
LLP partners also have no personal liability
for debts of the business, such as an invoice,
leases, or loans
38 - 23
24. LLP as Entity
For contract obligations, only LLP is liable
For tort obligations, LLP is liable as well as
the partner who committed the tort
Innocent LLP partners bear no liability
However, in Moren v. JAX Restaurant, the
court found a partnership liable to a
partner’s child who was injured as a result
of the parent-partner’s negligence
38 - 24
25. Test Your Knowledge
True=A, False = B
Partners owe to the partnership and each
other an ordinary degree of loyalty
Partners may compete with the partnership
as long as it does not harm the partnership.
A partner is liable to the partnership for
losses resulting from gross negligence or
reckless conduct.
A partnership may sue in its own name.
38 - 25
26. Test Your Knowledge
True=A, False = B
In general, management decisions in a
partnership are decided by majority rule.
A general partnership is liable for a partner’s
negligence.
For contract obligations of an LLP, only the
partners are liable.
A partner with authority to borrow money
has authority to issue negotiable instruments.
38 - 26
27. Test Your Knowledge
Multiple Choice
Two accountants formed Caine & Able, LLP.
The partnership and each partner was sued
for Able’s alleged negligence. Who might be
liable?
(a) Only Able due to his negligence
(b) Only the partnership, Caine & Able
(c) The partnership and Able
(d) The partnership and either partner, jointly
or severally
38 - 27
28. Test Your Knowledge
Multiple Choice
A partner in a trading partnership has
what type(s) of authority for borrowing
money?
(a) Express authority
(b) Implied and apparent authority
(c) Actual authority
(d) Implied authority
(e) All of the above
38 - 28
29. Thought Questions
Do you think the
result in the
Moren v. JAX
Restaurant case
was correct?
Would you have
handled things
differently?
38 - 29
Editor's Notes
Fiduciary: One who holds goods in trust for another or one who holds a position of trust and confidence. Basically, partners are pulling for the same team and we all know what happens when one of the team stops pulling.
Would this scenario change if Carol’s business was out of town or the town so large that Carol’s business was not competition for the Ann Elk Tavern?
First, Ann has the duty to serve and must obtain Elkie’s consent before leaving. Elkie could sue Ann for damages, which would be the cost of finding a replacement for Ann’s service. Second, Elkie breached the duty to account by using partnership funds for personal use. Elkie surely will have a different view of her action, though! Third, Elkie probably exceeded her actual authority by hiring the waiters. However, in a partnership or limited liability partnership, every partner is a general manager of the business. On the other hand, if there is a written partnership agreement stating that Elkie is only to handle finance and accounting issues, Elkie has breach the duty to act within her actual authority.
The photo is either a team of doctors (perhaps a partnership) or it’s Halloween.
Spector sued Konover seeking damages stemming from Konover’s alleged breaches of his fiduciary duties in managing the Tri Town partnership. The trial court found that Konover proved that he dealt with Spector fairly and breached no fiduciary duty. Spector appealed to the Appellate Court of Connecticut. Appellate court stated: “Konover’s practice of diverting Tri Town funds to other entities and retaining interest earned on Tri Town partnership funds constitutes a breach of fiduciary duty.”
Loss-sharing agreements between partners do not bind partnership creditors unless the creditors agree to be bound.
The scope of this implied authority is determined with reference to what is usual business for partnerships of the same general type. Implied authority of a partner may not contradict a partner’s express authority, which is created by agreement of the partners.
Apparent authority exists because it reasonably appears to a third party that a partner has authority to do an act. Often, the implied authority and apparent authority of a partner are coincident.
The hyperlink is to the case opinion on the Findlaw.com website. The clip art is a mnemonic because NBN Broadcasting concerns radio networks. NBN Broadcasting, Inc. v. Sheridan Broadcasting Networks, Inc. : a partnership agreement designed to prevent and resolve conflicts between the two partners eventually caused serious disagreements. The partners wanted to be equal essentially, but a deadlock provision allowed one partner to dominate, eventually causing a breakdown of the partners’ relationship. It illustrates the necessity for careful drafting of partnership agreements, including anticipating that a part of the agreement may cause an undesired result.
When a partner commits a crime in the course and scope of transacting partnership business, rarely are his partners criminally liable. But when the partners have participated in the criminal act or authorized its commission, they are liable. They may also be liable when they know of a partner’s criminal tendencies yet place him in a position in which he may commit a crime.
Nicole Moren and her sister Amy Benedetti were partners in the JAX Restaurant in Foley, Minnesota. One afternoon in October 2000, Nicole completed her day shift at JAX and left to pick up her two-year-old son, Remington, from day care. She returned to the restaurant with Remington after learning that Amy needed help. Nicole called her husband, Martin, who told her that he would pick Remington up in about 20 minutes. Because Nicole did not want Remington running around the restaurant, she brought him into the kitchen with her, set him on top of the counter, and began rolling out pizza dough using the dough-pressing machine. As she was making pizzas, Remington reached his hand into the dough press. His hand was crushed, and he sustained permanent injuries. On behalf of his son, Martin sued the partnership for damages, alleging that it negligently caused Remington’s injuries. The partnership then brought a legal action against Nicole, claiming that if it was obligated to compensate Remington, the partnership was entitled to indemnity or contribution from Nicole for her negligence in allowing Remington to be on the counter where he could be injured by the pizza press. The district court issued a summary judgment for Nicole on the grounds that she had no obligation to indemnify JAX Restaurant so long as the injury occurred while she was engaged in ordinary business conduct. The district court also rejected JAX Partnership’s argument that its obligation to compensate Remington was reduced by the negligence of Nicole as a mother. JAX Partnership appealed to the Minnesota Supreme Court. Appellate court: “The district court correctly concluded that Nicole Moren’s conduct was in the ordinary course of business of the partnership and, as a result, indemnity by the partner to the partnership was inappropriate. It is undisputed that one of the cooks scheduled to work that evening did not come in, and that Moren’s partner asked her to help in the kitchen. It also is undisputed that Moren was making pizzas for the partnership when her son was injured. Because her conduct at the time of the injury was in the ordinary course of business of the partnership, under the RUPA, her conduct bound the partnership and it owes indemnity to her for her negligence…. Judgment for Nicole Moren affirmed.”
False. Partners owe to the partnership and each other the highest degree of loyalty. False. Partners may compete with the partnership only upon the consent of partners. True. A partner isn’t liable to the partnership for honest errors in judgment (negligence), but is liable for losses resulting from gross negligence, reckless conduct, intentional misconduct, or a knowing violation of law. True.
True. True. False. For contract obligations of an LLP, only the LLP is liable. True.
The correct answer is (c).
The correct answer is (e). A partner in a trading partnership (with inventory) has implied and apparent authority to borrow money for partnership
The photo is a reference to the case because Moren was making pizzas for the partnership when her child placed his hand in the pizza dough press and sustained injury. Opportunity to discuss liability as a partner as well as public policy inherent in agency and partnership law. Would the outcome of the case have been different if Moren hadn’t been doing partnership business (making pizzas) at the time of her child’s injury?