Professional Documents
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Central Subs will be liable. At issue is whether a partnership can be bound by the actions
of another partner. To determine liability of a partnership, ordinary agency principles
apply. A partner is an agent of the partnership and can bind the partnership for anything
that occurs within the usual course of business.
Central Subs is a partnership even though the facts do not expressly state that Central
Subs is a partnership, it . A partnership arises when two or more persons agree to carry on
as co-owners of a business for profit. No formalities or express intent is required. In this
case, Laura, Tammy, and Sam all agreed to open up Central Subs, they each invested
$10,000. Moreover, the agreement to share profits raises a presumption of a partnership.
Here, the parties agreed to share profits and losses. While an tenuous argument can be
made that the money was simply loaned to Sam and the sharing of profits creates a
presumption of a partnership. Thus, Laura, Tammy, and Sam formed a partnership.
Meatco:
Central Sub is liable to Meatco. At issue is whether a partner’s actions can bind the
partnership in contract. A partnership can become liable in contract law by either actual
or apparent authority. Actual authority is the authority that the partner reasonably believes
he has based on communications with the partnership. This can occur in two ways: (1)
express in the partnership agreement or (2) by consent. Consent is granted by either a
majority vote of the partners if the business is within the ordinary course of business and
unanimous consent if the act is not within the scope of the partnership’s usual business. In
this case, the facts do not indicate that there is an express partnership agreement, so
Sam’s actions must be granted by a vote from the partners. Sam’s act of purchasing meat
is likely within the usual course of business because Central Sub is a sandwich shop, so
he needs a majority approval by the partners. He was to seek approval on all orders over
$500.00, which he failed to do. The facts do not indicate that Tammy and Laura approved
this transaction. Thus, it appears that Sam lacked actual authority to purchase the meats
from meatco.
Pat:
Central Subs will be liable for Pat’s injuries. At issue is whether the partnership can be
bound by the acts of a partner after it has been dissolved. A partnership does not
terminate until it is wound up. Thus, any partner can still be liable for acts taken by the
partners until the partnership winds up. Here, Sam negligently ran over Pat right after
notice of dissolution was given. Thus, Central Subs is liable to Pat for his injuries.
The investors individually are liable to the parties. At issue is the individual liability of
the partners for the acts committed by other partners. Each partner is jointly and severally
liable for the acts committed by the other partners in the usual course of business, in both
tort and contract law. Each individual is responsible for the total amount of the obligation.
Here, Karly, Meatco, and Pat can recover both from Central Sub and individually from
Tammy, Sam, and Laura. Thus, Laura, Tammy, and Sam are liable to Karly, Meatco, and
Pat.