RUPA provides:

1. The act of any partner, for apparently carrying on in the ordinary course of business, binds the partnership UNLESS:

a. the partner had no authority to act

b. the 3rd party KNEW that the partner did not have authority 

Distinguish disassociation - where there is a change in the relationship of partners..

Partnership at will - automatically dissolves upon notice of express will of one of prtnrs

- dissolves upon winding up - period between disso and termination in which the remaining prtnrs liquidate assets to satisfy debts

- partner gets compensation for winding up

Priority $$ - 1. creditors, 2. Capital contributors by prtnrs, 3. profits back to prtnrs

A partner becomes disassociated from ptnrshp IF:

1. Notice by partner's express will to w/draw

2. expulsion by unanimous vote by Court order

3. Partner incapacity

- after partner disassociated, others MUST by out his shares

At least 1 general partner & at least 1 limited partner

Formation: MUST file LP certificate w/ SOS

LPs have limited liability (not liable for ptnrshp obligations)

- Generally, may NOT control or manage business

- GP subject to all liabilities of a partner

- both share profits & losses based on their agreement

- partners are NOT personally liable for LLPs obligations

- MUST file w/ SOS

- name must end in -- LLP

Duty of loyalty

Duty of care

Equal control in management

no right to salary - right to profits

Partners may NOT:

1. engage in self-dealing

2. usurp partnership opportunity

3. no secret profits

1. absent an agreement to the contrary - profits are shared equally

2. absent an agreement - losses are shared like profits

* remember ANYTHING can be modified by agreement. Therefore very important to mention "absent agreement"

Each partner MUST be repaid their loans & capital contributions