{"id":134,"date":"2014-12-19T15:54:45","date_gmt":"2014-12-19T15:54:45","guid":{"rendered":"http:\/\/zamzowlaw.com\/articles\/?p=134"},"modified":"2014-12-19T15:54:45","modified_gmt":"2014-12-19T15:54:45","slug":"joint-ventures-and-partnerships","status":"publish","type":"post","link":"https:\/\/zamzowfabian.com\/articles\/joint-ventures-and-partnerships\/","title":{"rendered":"Joint Ventures and Partnerships"},"content":{"rendered":"

UNIFORM PARTNERSHIPS<\/strong>
\nMichigan, 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\u00a0449.1101 et seq. The law of contracts and agency serves as a base for partnership law.<\/p>\n

JOINT VENTURES
\n<\/strong>A joint venture is a partnership, although courts often distinguish the two, legally the result is often identical.<\/p>\n

Partnerships<\/strong> 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\u00a0is 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.<\/p>\n

General Property Interest Characteristics<\/strong>
\nOwnership 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<\/strong>“. Each partner has an equal right with co-partners to possess property,<\/strong> so long as it is used for partnership purposes. The right of one partner to possess property is not assignable<\/strong> to non-partners; likewise one\u00a0partner may not mortgage the property interest. On the death<\/strong> of a partner, the ownership interest transfers to the surviving\u00a0partners; therefore, there is no right to a\u00a0dowery<\/strong> interest in partnership property.<\/p>\n

Liability<\/strong>
\nWhen deciding to form a partnership, a frequent\u00a0question 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.<\/p>\n

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

Michigan LARA allows\u00a0the filing of CSCL\/CD-401 to file\u00a0a Limited Partnership (LP); and,\u00a0CSCL\/CD-800 to file\u00a0a Limited Liability Partnership (LLP). Limited Partnerships<\/strong> 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<\/strong> prohibit\u00a0vicarious liability for torts of other partners. Limited Liability Limited Partnerships<\/strong> are a hybrid between limited partnerships and limited liability partnerships.<\/p>\n

Partnership Tort Liability Conclusion
\n<\/strong>Partnerships<\/em>: Partners are liable for torts jointly and severally.
\nLimited Liability Partnerships<\/em>: Partners are generally no liable for torts\u00a0of other partners.
\nLimited Partnerships<\/em>: Limited\u00a0Partners are not liable for torts of other partners.<\/p>\n

Liability\u00a0is one of the biggest reasons most entities suited for partnerships, choose Limited Liability Companies (LLCs).<\/p>\n

 <\/p>\n","protected":false},"excerpt":{"rendered":"

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\u00a0449.1101 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 […]<\/p>\n","protected":false},"author":1,"featured_media":0,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[2],"tags":[],"class_list":["post-134","post","type-post","status-publish","format-standard","hentry","category-larticles"],"_links":{"self":[{"href":"https:\/\/zamzowfabian.com\/articles\/wp-json\/wp\/v2\/posts\/134","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/zamzowfabian.com\/articles\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/zamzowfabian.com\/articles\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/zamzowfabian.com\/articles\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/zamzowfabian.com\/articles\/wp-json\/wp\/v2\/comments?post=134"}],"version-history":[{"count":0,"href":"https:\/\/zamzowfabian.com\/articles\/wp-json\/wp\/v2\/posts\/134\/revisions"}],"wp:attachment":[{"href":"https:\/\/zamzowfabian.com\/articles\/wp-json\/wp\/v2\/media?parent=134"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/zamzowfabian.com\/articles\/wp-json\/wp\/v2\/categories?post=134"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/zamzowfabian.com\/articles\/wp-json\/wp\/v2\/tags?post=134"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}