Does A General Partnership Terminate And Then Dissolve Or Dissolve And Then Terminate?

In a recent unpublished opinion*, the Court of Appeal considered the question of partnership termination under the California Revised Uniform Partnership Act. Wickline v. Schweder, 2023 WL 6155353 (Cal. Ct. App. Sept. 21, 2023). The case involved an...

When The Band Breaks Up

Last May, Andy Greene wrote an article for RollingStone magazine about the "the biggest, messiest band breakups in music history".  In the introducing his list of the 50 worst breakups, Mr. Greene observed:

Gain Without Regard To Profits Does Not A Partnership Make

It does not take much to create a partnership under California's Uniform Partnership Act of 1994, which defines a partnership as "the association of two or more persons to carry on as coowners a business for profit forms a partnership, whether or...

California Bill Would Create Decentralized Nonprofit Association Law

As discussed in this recent post, Judge Larry Alan Burns recently ruled that the plaintiffs in class action had adequately pled that a distributed autonomous organization (DAO) was a partnership under California law.  Sarcuni v. bZX DAO, 2023 WL...

Court Finds FAC Adequately Pled DAO Was A Partnership Under California Law

A Decentralized Autonomous Organization, or DAO, is a governance structure popular with devotees of cryptocurrencies and blockchain technologies.  It is decentralized because holders of tokens, rather than a board of managers, make decisions. See ...

Partnership Disclaimers Are Called Into Question

Professor Douglas K. Moll at the University of Houston recently published an interesting article in The Journal of Corporation Law that tackles the question of whether parties may contract out of a general partnership relationship. He concludes...

No Separate Action For Partners

A corporation and a partnership enter into a contract. Alleging that the partnership is in breach, the corporation sues the partnership and its two general partners. Neither of the partners is a party to the contract. However, California's Uniform...

Was This A Case Of A Partnership That Never Was Or A Superseded Partnership?

Three men got together to buy and operate a restaurant. They formed a corporation, issued shares and made a "Subchapter S" election. Later, disagreements arose and one of the three sued the other two. Each side struggled to explain what happened....

This California Court Held That A Limited Partnership Is No Person

In preceding posts, I commented on the multifarious definitions of "person" in the Securities Act of 1933, the Exchange Act of 1934 and various laws within the California Corporations Code. As noted, the Corporations Code's definition of "person" is...

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