Three Problems (and Two Solutions) in the Law of Partnership Formation

31 Pages Posted: 6 Apr 2016 Last revised: 26 Jul 2016

See all articles by Shawn Bayern

Shawn Bayern

Florida State University - College of Law

Date Written: April 5, 2016

Abstract

This Article considers several foundational questions concerning the formation of general partnerships, a topic that has received little modern attention and that is governed largely by classical axioms rather than adaptive modern considerations. Its three main topics concern (1) the timing of partnership formation, (2) the aggregation of multiple distinct questions under the single heading of “partnership formation,” and (3) the rarely challenged proposition that general partners ought to be liable for partnership obligations, a doctrine that is surprisingly at odds with the rest of modern business-entity law.

Keywords: partnership formation, partnership, general partnership, vicarious liability

JEL Classification: K20

Suggested Citation

Bayern, Shawn J., Three Problems (and Two Solutions) in the Law of Partnership Formation (April 5, 2016). 49 University of Michigan Journal of Law Reform 605 (2016); FSU College of Law, Public Law Research Paper No. 801; FSU College of Law, Law, Business & Economics Paper No. 16-10. Available at SSRN: https://ssrn.com/abstract=2759432

Shawn J. Bayern (Contact Author)

Florida State University - College of Law ( email )

425 W. Jefferson Street
Tallahassee, FL 32306
United States

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