The Personification of the Partnership

74 Van. L. Rev. __ (Forthcoming 2021)

Temple University Legal Studies Research Paper No. 2021-20

37 Pages Posted: 4 May 2021 Last revised: 11 May 2021

See all articles by Harwell Wells

Harwell Wells

Temple University - James E. Beasley School of Law

Date Written: April 29, 2021

Abstract

What does it mean to say a business association is a legal person? The question has shadowed the law of business organizations for at least two centuries. When we say a business is a legal person we may be claiming that the law distinguishes its assets, liabilities, and obligations from those of its owners; or that it has a “real will” and personality apart from its owners; or that it in some way can carry or assert rights generally ascribed to natural persons. This Article sheds new light on these old questions by looking at an oft-overlooked business form, the partnership, and at once-fierce debates over just what the partnership is. In the decades around the turn of the twentieth century scholars and practitioners hotly debated whether the partnership was an “aggregate” or “entity” and whether the law should treat it as a separate legal person, debates which culminated in the drafting of the Uniform Partnership Act (1914). Central to these debates was a now-forgotten facet of the legal personhood debates: the moral consequences of treating a business association as a distinct legal person.

Keywords: partnership, legal person, aggregate, entity, legal history, Uniform Partnership Act

JEL Classification: K22

Suggested Citation

Wells, Harwell, The Personification of the Partnership (April 29, 2021). 74 Van. L. Rev. __ (Forthcoming 2021), Temple University Legal Studies Research Paper No. 2021-20, Available at SSRN: https://ssrn.com/abstract=3836971

Harwell Wells (Contact Author)

Temple University - James E. Beasley School of Law ( email )

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Philadelphia, PA 19122
United States
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