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Tagged Posts: joint venture’

This is Our Time to be Empowered in Business

December 21, 2016

We are living in a very unique time. Each of us gets to choose what we will do with our waking hours. Many of those that came before us didn’t have the luxury of choice. Think back to the world that your grandparents, or your great grandparents lived in. They were raised in a certain area where their educational choices may not have been great, and they made certain decisions and life paths based largely on what they knew to be true.… Read the rest

When a Business Partnership Turns Out To Be a Bait-and-Switch (Part II)

September 27, 2016

Soon after Hogan was brought in as a 1/3 owner of Turbine Asset Holdings, LLC (“TAH”), he began assisting TAH with business opportunities using his contacts and expertise.[1]  One such opportunity involved Pratt & Whitney (“Pratt”), which was expected to be a very substantial inventory management opportunity worth at least $80MM of a net profit.  Hogan led the day-to-day discussions and planning with Pratt and kept Glassman informed of the progress, while Glassman started contacting banks to finance the deal. … Read the rest

When a Business Partnership Turns Out To Be a Bait-and-Switch (Part I)

September 15, 2016

Here at The R. Shawn McBride Law Firm, PLLC, we write frequently about partnership, LLC, and multi-owner entities.  In most, if not all, cases or situations we discuss, business partners start out on friendly terms, in a spirit of collaboration and genuine partnership, only to see their relationship deteriorate over time due to disagreements over management, ownership, or other matters.  But what if there is no intent to be business partners in the first place?  AerReach Aero Space Solutions, LLC v.Read the rest

A Texas Lottery Club Dodges Being Considered a General Partnership

August 2, 2016

In our previous blog series on general partnership, we talked about what general partnership is, how it is formed, and why it is important for business owners to know about it.  We mentioned that one of the most peculiar features of a general partnership is that it can be formed inadvertently and that, once formed, each partner is personally liable for the partnership’s obligations.  In a subsequent blog series “Can I Be Held Liable as Partner When in Fact I am Not?Read the rest

Can I Be Held Liable As Partner When in Fact I Am Not? (Part 3)

October 22, 2015

Branscome v. Schoneweis.

In Branscome v. Schoneweis, Schoneweis and Woodrum, brothers-in-law, were associated in the operation of a livestockyard called Tallula Cattle Company (“Tallula”).[1] Schoneweis was the owner (providing the initial working capital) and Woodrum was the manager (entitled to an equal share of commissions on the sale of all cattle) of the livestockyard (market agency business), while at the same time, both men continued as individuals in the business of buying and selling livestock in commerce (dealer business).… Read the rest

Can I Be Held Liable as Partner When in Fact I Am Not? (Part 2)

October 17, 2015

Cox Enterprises, Inc. v. Filip.

In Cox Enterprises, Inc. v. Filip, Filip was owner of Trans Texas Properties and Elliott was not. [1] One of its employees filled out a credit application to obtain newspaper advertising services for the business and falsely listed Elliott as an owner.[2] The employee had no authority to make such representation and Elliott did not hold himself out to the advertising company as having any ownership interest.[3] The advertising company relied on the employee’s representation that Elliott was an owner and rendered its services to the business on credit, but made no effort to verify the accuracy of the representation.… Read the rest

Can I Be Held Liable as Partner When in Fact I Am Not? (Part 1)

October 13, 2015

Partnership by Estoppel.

We often hear the word “partner” thrown around to refer to a variety of business relationships—co-owners, collaborators, coworkers, business associates, and even suppliers and customers . . . you name it.  As we explained in our previous blog series on general partnership (available here), it is not the label, but the intent to do what in law constitutes a partnership (e.g., agreement to share profits, right to participate in control of the business, etc.), that controls the question of whether there is a general partnership. … Read the rest

General Partnerships

August 4, 2015

Relationship Between Partners

We have discussed fiduciary duties in the context of LLCs in our previous posts.  Just like LLC managers, partners in a general partnership owe fiduciary duty to the partnership.  Thus, partners must act as an ordinarily prudent person would, refrain from competing with the partnership, and generally act in good faith.  Additionally, they must put the best interests of the partnership ahead of their own.  So, in the farming partnership case above, the parties owe fiduciary duties to the partnership, which they would not otherwise owe, if it was just a farming agreement. … Read the rest

All postings are intended to be planning tools to familiarize readers with some of the high-level issues discussed therein. No posting is intended to be a comprehensive discussion and additional details should be discussed with your transaction planners including attorneys, accountants, consultants, bankers and other business planners who can provide advice for your circumstances. This article should not be treated as legal advice to any person or entity.