Joint Ventures and Partnerships

UNIFORM PARTNERSHIPS
Michigan, like other states, has adopted a version of the Uniform Partnership Act (UPA) MCL 449.1 et seq., as well as the Uniform Limited Partnership Act (ULPA) MCL 449.1101 et seq. The law of contracts and agency serves as a base for partnership law.

JOINT VENTURES
A joint venture is a partnership, although courts often distinguish the two, legally the result is often identical.

Partnerships are defined as an association of two or more persons to carry on as co-owners in a business for profit. Anyone may be a partner, so long as they are capable of signing a contract; however, no written contract is inherently necessary to form a partnership. And unlike a corporation, the debts of the partnership, are the debts of the individual partners. Partnerships may acquire land and partnerships may be sued.

General Property Interest Characteristics
Ownership in any specific parcel of real property held by a partnership is characterized as a tenant in partnership. Unlike tenants in common, joint tenants, or owner fee simple absolute, these ownership interests have unusual “outcomes on event“. Each partner has an equal right with co-partners to possess property, so long as it is used for partnership purposes. The right of one partner to possess property is not assignable to non-partners; likewise one partner may not mortgage the property interest. On the death of a partner, the ownership interest transfers to the surviving partners; therefore, there is no right to a dowery interest in partnership property.

Liability
When deciding to form a partnership, a frequent question around the liability of the partnership in relation to the individual is brought up. In straight partnerships, the partners are liable for the actions of the partnership, and many times the actions of another partner. The partnership, through the partners, must indemnify other partners for payments and personal liabilities incurred in the course of business; similarly, if one partner pays a debt of the partnership, the other partners are compelled to contribute.

Civil Liability (torts and contracts): In general, partners are liable for contracts made or torts committed by a partner or employee during business operations.

Michigan LARA allows the filing of CSCL/CD-401 to file a Limited Partnership (LP); and, CSCL/CD-800 to file a Limited Liability Partnership (LLP). Limited Partnerships are composed of one or more general partners and one or more limited partners; whereby, the limited partners liability is limited to capital contributed, and the general partners are treated no different than any other partnership. Limited Liability Partnerships prohibit vicarious liability for torts of other partners. Limited Liability Limited Partnerships are a hybrid between limited partnerships and limited liability partnerships.

Partnership Tort Liability Conclusion
Partnerships: Partners are liable for torts jointly and severally.
Limited Liability Partnerships: Partners are generally no liable for torts of other partners.
Limited Partnerships: Limited Partners are not liable for torts of other partners.

Liability is one of the biggest reasons most entities suited for partnerships, choose Limited Liability Companies (LLCs).