1. Art. 2801. Partnership; definition

a. Is a Juridical Person, distinct from its partners

i. An entity that is given personality by law

ii. Separate from partners

iii. Partnership can sue and be sued

b. Created by:

i. Written Contract

ii. Oral Contract

iii. Inadvertently: by person’s action depending on the facts and circumstances

c. Between two or more persons

i. Natural &. Natural

ii. Natural & Juridical

iii. Juridical & Juridical

d. Agreement to Combine Efforts and Resources in Determined Portions

e. Agreement/Collaboration of Mutual Risk for Their Common Profit or Commercial Benefit

i. Share debts

ii. Share Profits

2. Art. 3020. Obligations of the principal to third persons. a. A principal, whether disclosed or undisclosed, is bound to perform the

contracts that the mandatary, acting within the limits of his authority, made with third persons.

3. Art. 3022. Disclosed mandate or principal; third person bound.A third person who contacts with a disclosed principal or disclosed mandatary is bound to the principal for the performance of the contract

4. Art. 2803. Participation of Partners

a. Each partner participates equally in:

i. Profits

ii. Loses

iii. Assets

iv. Benefits

b. Each partner participate proportionally in contribution to capital

c. Both (a) and (b) are true unless otherwise specified by the parties.

5. Art. 2807. Decisions Affecting the Partnership

a. Unless otherwise agreed, unanimity (total consensus) is required to:

i. Amend partnership agreement

ii. Admit new partners

iii. Terminate the partnership

iv. Permit a partner to withdraw without just cause without a term.

6. Partner as mandatary of the partnership (2814)

a. A partner is a mandatary of the partnership for all matters in the ordinary course of its business

i. Except

(A) alienation

(B) lease, or

(C) Encumbrance of its immovable.

b. If the provision stipulates that a partner is not a mandatary, it does not effect a third persons who in good faith transact business with the partner

i. Except as provided in the articles of partnership,

(A) any person authorized to execute a mortgage or security agreement on behalf of a partnership

(B) shall, for purposes of executory process, have authority to execute a confession of judgment in the act of mortgage or security agreement

a. without execution of the articles of partnership by authentic act.

c. (a) This Article establishes a relationship of mandate between the partnership and its partners. The scope of authority of the mandate created by this Article is limited to acts within the ordinary course of the business of the partnership. This Article abolishes the distinctions made in the Louisiana Civil Code of 1870 and in the jurisprudence between the commercial partnership, whose partners had the implied power to bind the partnership for acts within the ordinary course of its business, and the ordinary partnership, whose partners did not have that implied power. A partner who has no authority to act for the partnership due to a stipulation in the partnership agreement can bind the partnership if the third person with whom he deals neither knows nor has reason to know of the partner's lack of authority to bind the partnership.

d. (b) If the alienation, lease or encumbrance of immovables of the partnership is involved, the third person must inquire into and establish the authority of the partner who attempts to act as mandatory of the partnership. The article, however, does not apply to acquisitions that are all cash transactions.

e. (c) Although a stipulation to the effect that a partner is not a mandatary of the partnership does not affect third persons, the stipulation is nevertheless effective between the partners themselves.

7. Continuation of a partnership (2827)

a. A partnership may be

b. expressly or tacitly continued

i. when its term expires or Its object is attained, or

ii. when a resolutory condition of the contract of partnership is fulfilled.

c. If the object becomes impossible, the partnership may be continued for a different object.

d. Unless otherwise agreed, a partnership that is expressly or tacitly continued has no term.

8. Rule(3013) a. The principal is bound to the mandatary when the mandatary is w/

fault:

i. To compensate the mandatary except for the loss caused by the fault of the mandatary.

9. Rule(3011)a. The mandatary act within the limits of his authority when he fulfills

his duties in a manner more advantageous to the principal.

10. Art. 2803. Participation of Partners

a. Each partner participates equally in:

i. Profits

ii. Loses

iii. Assets

iv. Benefits

b. Each partner participate proportionally in contribution to capital

c. Both (a) and (b) are true unless otherwise specified by the parties.

1. Partner as creditor of the partnership (2811)

a. A partner who acts in good faith for the partnership may be a creditor

i. for sums he disburses,

ii. obligations he incurs, and

iii. Losses he sustains thereby.

b. There is no right of reimbursement for services rendered by a partner, unless the partnership agreement so provides.