REVISION
1,Choose one (1) case from the chapters assigned for the week (see below) and provide a summary (approx 150 words) supporting either the plaintiff or the defendant based on the facts of the case and your interpretation of the law. You need to do some research on the case selected and provide links to that research which assisted you in your decision. Check at least 2 other sources as part of your independent research. Respond to another student’s posting for full credit.
Business Associations and Securities
Chapter 14 Small Business, General Partnerships, and Limited Partnerships
General Partnership 14.3 Define general partnership and describe how general partnerships are formed and operated.
General partnerships have been recognized since ancient times. The English common law of partnerships governed early U.S. partnerships. The individual states expanded the body of partnership law. There are more than 2 million partnerships in the United States. The Landmark Law feature on the following page discusses the Uniform Partnership Act (UPA) and Revised Uniform Partnership Act (RUPA). Definition of a General Partnership A general partnership, or ordinary partnership, is a voluntary association of two or more persons to carry on as co-owners a business for profit whether or not persons intend to form a partnership [RUPA Section 202(a)]. They are often referred to as partnerships. The formation of a general partnership creates certain rights and duties among partners and with third parties. These rights and duties are established in the partnership agreement and by law. The RUPA is based on the entity theory of general partnership; that is, a partnership is an entity distinct from its partners [RUPA Section 201(a)]. Landmark Law Uniform Partnership Act and Revised Uniform Partnership Act In 1914, the National Conference of Commissioners on Uniform State Laws, which is a group of lawyers, judges, and legal scholars, promulgated the Uniform Partnership Act (UPA). The UPA is a model act that codifies general partnership law. Its goal was to establish consistent partnership law that was uniform throughout the Unites States. A model act does not become a states law until a state adopts it as a state statute. The UPA was adopted in whole or in part by most states. In 1997, a revised uniform version of partnership law was issued by the National Conference of Commissioners on Uniform State Laws. This law is called the Revised Uniform Partnership Act (RUPA). The RUPA has been adopted by the majority of states and replaces the UPA in those states. Louisiana has not adopted the UPA or the RUPA and has its own partnership law, which is somewhat similar to these uniform laws. The RUPA was amended in 2011 and 2013. The RUPA and UPA cover most problems that arise in the formation, operation, and dissolution of general partnerships. Other rules of law or equity govern if there is no applicable provision in the uniform partnership laws [RUPA Section 104(a)]. The RUPA and UPA form the basis of the study of general partnerships in this chapter. The partnership law and other laws of the jurisdiction in which a partnership has it chief executive office govern relations among the partners and between the partners and the partnership [RUPA Section 106(a)]. General partners of a general partnership, sometimes referred to as ordinary partners or partners, are usually personally liable for the debts and obligations of the partnership (see Exhibit 14.2). Exhibit 14.2 General Partnership
response to the following:
Dylaon:
Vanessa Savoy was a passenger whom sustained injuries when a vehicle she was in crashed. This vehicle was driven by Michael ONiell and he had been drinking at Freds Bar and Grill prior to this. To make matters worse they were both under the legal drinking age. Savoys insurance attempted to sue ONiell, and the bar he had been drinking at, believing this impairment was a sever factor in the crash. Marc Fraioli and Triumvirate of Baton Rouge, Inc. were also within the suit, Fraioli being that he was the sole shareholder of this bar. Friaioli filed a judgement to remove his name from the suit as he was not personally responsible for the corporations debt. The courts rightfully upheld this judgement, as he filed and is the law states that shareholders are not liable for the debts of corporations.
Respond in a Paragraph or 6 sentences
2, response to Djan
The case that I choose for this week’s discussion is from Chapter 16shareholder’s Limited Liability Menendez v. O’Niell.
In February 2004, there was a single-car accident involving Michael O’Neill and Vanessa Savoy, the passenger. Ms. Savoy suffered major injures due to O’Neill’s negligence causing permanent disabilities. Before the crash, O’Neill was drinking at Fred’s Bar and Grill. However, O’Neill was underage. Savoy alleged that the cause of the incident was due to O’Niell being intoxicated.
Marc Fraioli is the sole shareholder and president of Triumvirate corporation, which owns Fred’s Bar and Grill. Because the Bar served an underage person, Savoy assumed that Fraioli should be held liable for her damages, pain, and suffering. Fraioli filed a motion against Savoy’s claims in which the courts sided with Fraioli and Savoy later appeals. It is unclear if Savoy was at the bar drinking with the defendant, but I feel Savoy was aware of O’Niell drinking; she knew the risks of entering the truck.
The issue “is Fraioli personally liable for the debts of Triumvirate, a corporation of which he is the sole shareholder” (Cheeseman, 2018). According to the law, a corporation is a distinct legal entity, separate from the individuals who comprise them, and individual shareholders are not liable for the corporation’s debts. Marc Fraioli was not held responsible for Vanessa Savoy’s injuries.
Response: a Paragraph or at least 6 sentences
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