Partnership Formation & Operation
Business Associations · Lesson 02
Partnership Formation & Operation
這一課問的是：當事人是否已組成合夥？其權利、義務、責任為何？
ActorActObjectStandardConsequence
Visual Scene · the picture in your head
Issue. Have the parties formed a partnership — and what are their rights, duties, and liabilities?
這一課問的是：當事人是否已組成合夥？其權利、義務、責任為何？
Core Terminology · 7 must-know
Tap a card to flip and reveal the meaning.
partnership
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Association of two or more co-owners to carry on business for profit.
合夥。
UPA/RUPA
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Uniform Partnership Act, Revised Uniform Partnership Act.
合夥法。
intent
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Formation depends on parties' intent, often inferred from conduct.
意圖。
profit sharing
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Strong evidence of partnership.
利潤分享。
joint and several
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Each partner personally liable for partnership debts.
連帶責任。
fiduciary duties
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Partners owe each other care + loyalty.
信託義務。
dissolution vs winding up
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End of partnership phases.
解散 vs 清算。
Issue · what this lesson is really about
Have the parties formed a partnership — and what are their rights, duties, and liabilities?
這一課問的是：當事人是否已組成合夥？其權利、義務、責任為何？
Trigger words & phrases that should flag this issue:
partnershipjoint enterpriseshare profitsco-ownersgeneral partner
Expression Bank · how lawyers actually say it
Six function → sentence patterns. Use these in essay applications.
| Function | English sentence | 中文 |
|---|---|---|
| State definition | A partnership is the association of two or more persons to carry on as co-owners a business for profit. | 合夥定義。 |
| Apply profit-sharing | Profit sharing creates a presumption of partnership. | 利潤分享產生合夥推定。 |
| Apply joint and several | Each partner is personally liable jointly and severally for partnership obligations. | 各合夥人對合夥債務連帶責任。 |
| Apply fiduciary | Partners owe each other duties of loyalty (no self-dealing) and care. | 合夥人互負忠誠與注意義務。 |
Rule Sentence · the workhorse
A partnership is the association of two or more persons to carry on as co-owners a business for profit; partners owe each other fiduciary duties of loyalty and care, are jointly and severally liable for partnership obligations, and share profits and losses equally absent agreement.
Sentence Anatomy · 5 roles, 5 colors
Every rule sentence breaks into five visual roles.
Actor 行為人partners合夥人
Act 行為carrying on business for profit為利經營
Object 對象business as co-owners共有企業
Standard 法律標準UPA/RUPA + fiduciary dutiesUPA/RUPA + 信託義務
Consequence 後果joint and several liability + duties連帶責任 + 義務
Casebook Snapshot · a real American case
Meinhard v. Salmon
Holding. "Joint adventurers, like copartners, owe to one another, while the enterprise continues, the duty of the finest loyalty." A partner who learns of a business opportunity related to the partnership must offer it to the partnership before taking it personally.
Why it matters. Cardozo's articulation of partner loyalty is the gold standard: partners owe each other not honesty alone but the finest loyalty.
Meinhard：合夥人互負最高忠誠義務。
Common Mistakes · what trips students
✗ 「夥伴」(partner) 字眼必要。
✓ Partnership turns on actual association for profit, not labels.
以為利潤共同經營即合夥，標籤無關。
✗ partner 之個人責任有限。
✓ Generally personally liable.
通常個人負責。
✗ salary sharing = profit sharing。
✓ Wages don't create presumption.
薪資不產生推定。
Mini IRAC · build the Application
Issue. Have A and B formed a partnership when they jointly opened a coffee shop, sharing profits equally and making business decisions together?
Rule. A partnership is the association of two or more persons to carry on as co-owners a business for profit; profit sharing creates a presumption of partnership.
Application (model). A and B jointly opened the coffee shop, shared profits equally, and made joint business decisions. Because a partnership exists when two or more persons associate to co-own a business for profit and profit-sharing creates a presumption of partnership, the fact that A and B engaged in co-ownership behaviors — joint opening, equal profit-sharing, joint decisions — means they formed a partnership.
Pick the right element for each blank:
g1.
g2.
g3.
Conclusion. Therefore, A and B are partners and bear all partnership rights and obligations.
MBE Check · multiple choice
P sues partnership PR & Co. for $300,000 contract debt. The partnership has $100,000 in assets. May P collect the remaining $200,000 personally from partner R?
Mini Essay · write the Application paragraph
Facts. A, B, and C form a partnership to develop real estate. A learns of a prime parcel they had been considering and quietly buys it for himself, then resells it to the partnership at a 50% markup.
Call. Has A breached any duty?
Practice Drill · tap to build the rule
Drop the chips here in correct order:
Tap chips to add → tap chips in the target to remove: