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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 persons 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 contract4. 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 partnershipiv. Permit a partner to withdraw without just cause without a term.5. 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. 6. Medline/Johnson (Oral Test)

a. To establish the existence of a partnership without a written agreement, the plaintiff has the burden of proving

i. The parties must have mutually consented to form a partnership and participate in the profits which may accrue from the property, skill, or industry, furnished to the business in determined proportion by them

ii. All parties must share in the losses as well as the profits of the venture

iii. The property or stock of the enterprise must form a community of goods in which each party has a propriety interest

7. Hassiepen (Inadvertently Test)

a. The existence of a partnership is based upon all the facts and circumstances surrounding the formation of the relationship at issue. The formalities of a written partnership agreement are unnecessary to prove the existence of a partnership. A partnership arises when

i. Parties join together to carry on a venture for their common benefit

ii. Each party contributes property or services to the venture, and

iii. Each party has a community of interest in the profits of the venture

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 agreementa. 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.8. 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, orii. 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.9. 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. 10. 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.

11. Art. 3023. Undisclosed mandate or principal; obligations of third person.a. A third person who contracts with an undisclosed principal or undisclosed mandatary (do not know the capacity of the mandatary) is bound to the principal for the performance of the contract unless the obligation is strictly personal or the right non-assignable.b. The third person may raise all defenses that may be asserted against the mandatary or the principal.12. 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.

13. Rule(3013)

a. The principal is bound to the mandatary when the mandatary is w/ fault:

B. To compensate the mandatary except for the loss caused by the fault of the mandatary.2. Pesson v. Kleckly

A. Three way a mandatary sign on behalf of the principal.

i. P, by A, is a agent

ii. A as agent for P

iii. COMPANY (include INC, LLC, etc) by A, TITLE (Vice President)

1. Art. 3025. Termination by principala. The principal may terminate the mandate and the authority of the mandatary at any time.

b. A mandate in the interest of the principal, mandatary, or third party, may be irrevocable,

i. if the parties so agree,

ii. for as long as the object of the contract may require.

2. Obligation of partner to contribute (2808)a. Each partner owes the partnership all that he has agreed to contribute to it.3. 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. 1. Limited Partnership Terminates

a. A partnership in commendam terminates i. by the retirement from the partnership, or the death, interdiction, or dissolution, of the sole or any general partner 1. unless the partnership is continued with the consent of the remaining general partners. The right to do so must be stated in the contract of partnership OR 2. if, within ninety days after such event, all the remaining partners agree to continue the partnership in writing and the partners may appointment one or more general partners if necessary or desired.2. Continuation of a partnership (2827)a. A partnership may be b. expressly or tacitly continued c. when its term expires or its object is attained, ord. when a resolutory condition of the contract of partnership is fulfilled. e. If the object becomes impossible, the partnership may be continued for a different object.f. Unless otherwise agreed, i. a partnership that is expressly or tacitly continued has no term.3. Art. 2837. Partnership in commendam; definitiona. A partnership in commendam consists of i. one or more general partners who have the 1. powers, 2. rights, and 3. obligations of partners, ii. and one or more partners in commendam, or limited partners, whose 1. powers, 2. rights, and 3. obligations are defined in this Chapter.

1. Art. 2840. Partner in commendam; liability; agreed contributionA. A partner in commendam must agree to make a contribution to the partnership. B. The contribution may consist of i. money, ii. things, or iii. the performance of nonmanagerial services. C. The partnership agreement must describe i. the contribution and ii. state either its agreed value or a method of determining it. D. The contract should also state the i. time or ii. circumstances upon which the 1. money or 2. other things are to be delivered, or 3. the services are to be performed, and if it fails to do so, payment is due on demand.Limited Liability Company

1. LLC formation

a. A L. L. C is effectively formed when two documents are filed with the Office of Secretary of State.

b. The necessary documents to form a L.L.C. are Articles of Organization and Initial Report.

c. The Articles of Organization must include name (including LLC designation) and purpose of LLC

d. The Initial Report must include the location and municipal address of the LLCs registered office, the name and municipal address of each of the LLCs registered agents, and a notarized affidavit of acceptance executed by each of the registered agents, and the names and municipal addresses of the initial members or, if the LLC is to be manage-managed, the initial mangers.

e. The Article of Organization must be filed must be acknowledged or executed by authentic act

f. The Initial Report must be singed by the same person who signed the article ( or a duly authorized agent)

2. Difference of Member managed and manger managed Limited Liability Company.

a. Member managed is each member is mandatary of the LLC for all matters in the ordinary course of the LLCs business, except for the dispositions (alienation, lease or encumbrance) of the LLCs immovable property.

i. Voting Rights

1. each member receives one vote on matters brought before the members. All matters, except for the admission of new members of the compromise of a members contribution obligation( which requires unanimity) maybe be decided by a majority vote of the members.

b. Managed-managed Limited Liability Company is the manager rather than the members hold all of the normal mandatary authority.

i. Except for the few decision that require unanimous approval by members

1. Admission of new members

2. Compromise of contribution obligation.

ii. Except for the few decision that require majority approval

1. merger or an amendment to the articles or operating agreement.

3. The liability protection afforded to a member of an LLC are not personally liable for the obligation (for a debt, obligation, or liability of the limited liability company) of the LLC, except in the case of members or managers how have management authority and thereby a fiduciary duty to the company shall be liable to the LLC for any damages it incurs as a result of the member/managers gross negligence or intentional misconduct.

4. A creditor of a limited liability company who extends credit after a member signs a writing which reflects the obligation and before any such election to forfeit the membership interests is made may enforce the original obligation to the extent that the limited liability company refuses or is unable to honor the extension of credit.

5. The initial report and articles of organization must be made public. The member contribution is not required to be made public.

6. An enforceable operation agreement of an LLC may be made oral (handshake agreement) and writing.

7. When the LLC contains only the minimal organizational requirement for formations and a member dies, the legal consequences on the continuation of the LLC is the LLC continues; however, the member's membership ceases and the member's executor, administrator, guardian, conservator, or other legal representative shall be treated as an assignee of such member's interest in the limited liability company.

Registered Limited Liability Partnership

1. The requirements and filing for a partnership to become registered LLP are 1. To become a registered limited liability partnership, a partnership shall file with the secretary of state an application stating the name of the partnership, the address of its principal office, the number of partners, and a brief statement of the business in which the partnership engages.

2. The application shall be executed by a majority in interest of the partners or by one or more partners authorized by a majority in interest of the partners.

3. The application shall be accompanied by a fee of one hundred dollars.

4. The secretary of state shall register or renew any partnership that submits a completed application with the required fee.

5. Registration is effective for one year after the date the registration is filed, unless voluntarily withdrawn by filing with the secretary of state a written withdrawal notice executed by a majority in interest of the partners or by one or more partners authorized by a majority in interest of the partners.

6. The secretary of state may provide forms for application for or renewal of registration.

2. The liability protection afforded to a member of a LLP are that a partner is not individually liable for the liabilities and obligations of the partnership arising from tortious conduct committed in the course of the partnership business by another partner or a representative of the partnership.

3. The liability protection afforded to a member of a LLC is not personally liable for the obligation (for a debt, obligation, or liability of the limited liability company) of the LLC.

4. The Partnership of Commendam is liable for the obligation of the partnership only to the extent of the agreed contribution.