...PRE-PARTNERSHIP EMPLOYMENT CONTRACT GREENFIELD FARMS THIS PRE-PARTNERSHIP EMPLOYMENT AGREEMENT is made between Richard Greenfield of Greenfield Farms, the employer, and Steven Greenfield, the employee, for the operation of a 1500 acre field crop business in Anytown, Michigan. THE PURPOSE of the agreement is to establish a set of mutually agreed-upon employment conditions and compensation to assist the Greenfield family in evaluating the feasibility of Steven entering into a long-term partnership arrangement with Greenfield Farms after a three-year prepartnership employment arrangement. Richard Greenfield believes that Steven's experience, skill, personal goals, and technical proficiency will enhance Greenfield Farm's labor supply and management capabilities. He is pleased that his son, Steven, is considering the farming business as his profession. Steven Greenfield desires to enter the family business as an employee for a three-year period in order to learn more about the business and establish a working relationship with the employer and the business. He believes the business arrangement will provide an opportunity to decide whether he wants to become an owner, operator, and manager of a farm business as a future career. 1. Term. This Employment Contract begins on January 1, 199x and continues until December 31, 199x, unless terminated sooner by one of the parties. The contract will be evaluated at the end of each year and changes made in the terms that are agreed upon by the...
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...Page 1 of 19 PARTNERSHIP It is a CONTRACT whereby two or more persons (1) bind themselves to CONTRIBUTE money, property, or industry to a COMMON FUND (2) with the intention of dividing the PROFITS among themselves or in order to EXERCISE a PROFESSION a STATUS and a FIDUCIARY RELATION subsisting between persons carrying on a business in common with a view on profit CHARACTERISTICS OF THE CONTRACT OF PARTNERSHIP [C, C, L, I, AS, NP] 1. CONSENSUAL perfected by mere consent 2. CONTRIBUTION of money, property or industry to a COMMON FUND 3. object must be a LAWFUL one 4. INTENTION of DIVIDING the PROFIT among the PARTNERS 5. “AFFECTIO SOCIETATIS” the desire to formulate an ACTIVE UNION, with people among whom there exist a mutual CONFIDENCE and TRUSTS 6. NEW PERSONALITY the object must be for profit and not merely for the common enjoyment otherwise only a co-ownership has been formed. HOWEVER, pecuniary profit need not be the only aim, it is enough that it is the principal purpose BUSINESS TRUSTS when certain persons entrust their property or money to others who will manage the same for the former RULES ON CAPACITY TO BECOME A PARTNER 1. a person capacitated to enter into contractual relations may become a partner 2. an UNEMANCIPATED MINOR CANNOT become a partner UNLESS his parent or guardian consents 3. a MARRIED WOMAN, cannot contribute conjugal funds as her contribution to the partnership UNLESS she is permitted to do so by her husband...
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...people to create a partnership unintentionally? A partnership also may be created when two or more parties who do not have a written agreement or even an intention to form a partnership act in such a way as to lead third parties to believe that a partnership exists. 2. How can a person overcome prima facie evidence of a partnership? By showing that the share of profits received represented wages or payments of a debt, interest on a loan, rent, or the purchase price of a business or goods. 3. Under the Uniform Partnership Act, is partnership property owned in the name of the partnership or in the names of the partners? Under the Uniform Partnership Act, any partnership property, whether real or personal, may be owned either in the names of the partners or in the name of the firm. 4. What can personal creditors of one partner do to try to collect the partners debt form the partnership? The personal creditors of one partner can ask a court to order that payments due the debtor partner from the partnership be made to the creditors. They also can force the sale of a debtor partner’s interest in the partnership. 5. How will partnership profits and losses be share if the partnership agreement does not fix the ratio? If the partnership agreement does not fix the ratio of sharing the profits and the losses, they will be shared equally, not in proportion to the contribution to the capital. 6. If no date for the dissolution of a partnership is fixed at the...
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...Liability Exposure within Multiple Business Organizational Forms BUSINESS FORM LEGAL ISSUE PERSONAL LIABILITY EXPOSURE Sole Proprietor Sued for breach of contract The personal risk of exposure to liability is considerably high; the sole proprietor assumes unlimited personal liability for the breach of contract lawsuit and, under this business entity, puts all personal assets at risk for the sake of the organization itself. General Partnership Sued for breach of contract The personal risk of exposure to liability is considerably high; both the partnership property (organizational assets) and individual assets are at risk; however, only a portion of the lawsuit is satisfied by individual property – that is, what remains after partnership property has been accounted for. Limited Partnership (LP) Sued for breach of contract The personal risk of exposure to liability is moderate; the general partners’ property is severally liable and individual property is levied on once partnership property has been exhausted. Corporation Sued for breach of contract The personal risk of exposure to liability is low; shareholders are not personally liable. Directors may face civil liability. Limited Liability Company (LLC) Sued for breach of contract The personal risk of exposure to liability is low; members can be held personally liable, but commonly there is limited liability for the obligations/debts of the business. If the veil of limited liability is ‘pierced’ (Meiners, Mofsky & Tollison...
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...Running Head: LEGAL UNDERPINNINGS OF BUSINESS LAW Legal Underpinnings of Business Law BUS 670: Legal Environment Instructor: January 2, 2014 This assignment will fall on the presumption that I own a business, and it falls into one of the five different categories and company names as follows Tinker’s Home Security Service (sole proprietorship), Tinker & Tailor’s Home Security Service (general partnership), Tinker & Tailor’s Home Security Service (LP), Tinker & Tailor’s Home Security Service, Inc. (corporation), Tinker & Tailor’s Home Security Service, LLC (LLC). Furthermore, this assignment will focus on the fact the businesses are being sued for breach of contract and from there I will list each business and compare and contrast my liability exposure as the owner of the business in the lawsuit. Next for each of the business entities I will analyze how I might limit my liability exposure as the owner. Lastly, this assignment will cover the best business organizational form in the business; I previously described, which will include my personal liability exposure, management, taxation, and the ease of formation of said business. Compare and Contrast my personal liability exposure | Liability Exposure as Owner | Limiting Factors | Tinker’s Home Security Service | Sole Proprietorship | "The sole proprietorship is not recognized as a separate entity from its owner; as a consequence, the debts of the business are deemed to be the personal...
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...Beirut and Mount Lebanon 00 CONTENT 01 LETTER FROM THE CHAIRMAN 02 JOINT LIABILITY COMPANY 03 LIMITED PARTNERSHIP 04 UNDECLARED PARTNERSHIP 05 JOINT STOCK COMPANY LIMITED LIABILITY COMPANY (LLC) 07 PARTNERSHIP LIMITED BY SHARES 08 HOLDING COMPANIES 09 OFFSHORE COMPANIES 10 THIRD-FOREIGN COMPANIES Chamber of Commerce Industry and Agriculture of Beirut and Mount Lebanon 01 2 LETTER FROM THE CHAIRMAN True to its mission of supporting the private economy, the Chamber hereby undertakes to assist prospective foreign investors all through the establishment process. The defining advantages of Lebanon’s investment environment derive from its free enterprise system distinguished by a high degree of openness to foreign trade and the absence of restrictions on capital movement. Such system naturally safeguards private ownership of all form of assets, and subjects local and foreign investors to the same code of laws and regulations. Hence, foreign investors retain full control over their business and private assets, unhindered by the constraint of an imposed local partner or restrictions on business and investment decisions. Evolution at the policy-making level continues to build on the competitiveness of the investment environment. The public-private partnership approach certainly generates abundant opportunities in building and operating infrastructure projects. Unscathed by the global...
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...Entity, Control, Taxation, Liability Since there are three individuals wanting to gain and contribute to this sports bar and restaurant the best suitable entity would be as a general partnership. A general partnership is recognized as being one in the same as its owners. Lou and Jose will be constituted as the general partnership, whereas Miriam would be known as partnership by estoppel. An estoppel is classified as one who is not permitted to deny the partnership. Control in a general partnership is based on the agreement by all partners. A general partnership only has one level of taxation, and is considered a tax-reporting entity and not a tax-paying entity. The profits that will be acquired from the sports bar and restaurant, each partner will be granted their share. Since each individual gets their amount as agreed upon, it goes into an individual account meaning that each need to report their earnings on tax forms individually. The liability that exists in a general partnership include unlimited personal liability. Each partner in a general partnership is liable for maintaining the partnership’s obligations. In the event of a law suit, joint partnership is sued as a group, and several liability individual partners are sued. There are three main rules that apply to a general partnership; each partner is liable for their own actions, actions...
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...Part A (The Report) Sole Proprietorship A sole proprietorship is the most common form of forming a business in the United States. The individual that forms the sole proprietorship and the business is one in the same. For example, if the business owes creditors money, the individual who created the sole proprietorship business has to pay the bill. When entering into contracts the individual is actually agreeing to the contract since the person and business is one in the same. The biggest advantage of doing business under a sole proprietorship is that it is extremely easy to form since the individual creating the sole proprietorship is the business. They are fully responsible for all aspects of the business including making good on payments, collecting monies from customers, and providing the goods or services to their clients. Another reason individuals create sole proprietorships is the flexibility they gain by owning their own business. Since they do not have anybody to report to they can do as they please as far as hours, vacations, expansion, or direction of the business. However, there are many disadvantages that come with a sole proprietorship business. Since the individual is the business they are responsible for all financial responsibilities. They are responsible for ensuring all payments to creditors are paid on-time and in full. If the individual runs into financial issues they are responsible without protection. Also, sole proprietorships can only have one owner...
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...Lit1 Task 310.1.2-01-06 Part A Determining whether to start or invest in a business endeavor and what kind of business endeavor to choose can be challenging. Through this report the numerous types of business organizations will be assessed. By the end of the report you should have a greater comprehension of the different choices available. * Sole Proprietorship: To start off it is essential to have a clear understanding of what sole proprietorship means. As the sole proprietor you are the owner and the operator of that business. In more detail, the sole proprietor manages everything including setting up the business. An attorney is only needed if the sole proprietor plans to report the name of the business under a name other than their own. In that instance they would need to register the business with the government. * Liability: A full understanding of all liability and where it falls is very important. All liability falls on the owner on the company. This means that not only all of the company’s assets but also the owner’s personal belongings possibly will be occupied in any scenario where the company fails. More specifically, in the event that the company flops because of unfortunate market settings, poor business policy or if there is an injury suffered implicated by company products. The liability falls on the owner of the company including all characteristics of the business and can be brought into any legal actions. * Income Taxes: As a sole proprietor...
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...CHAPTER ONE 1. Introduction to the study The purpose of study is to evaluate the effects of strategic buyer-supplier alliances and partnerships in the South African clothing stores, sector and industry. Strategic Alliances, Partnerships and Joint Ventures involve the establishment of informal and formal relationships with other individuals or businesses to share resources, ideas or capital (Hugo, Badenhorst-Weiss & Biljon 2007). The research indicates that during the past decade, companies in all types of industries and all parts of the world have elected to form strategic alliances and partnerships to complement their own strategic initiatives and strengthen their competitiveness in domestic and international markets (Thompson Jr, Gamble & Strickland, 2006), the statement confirms that some of the companies realize the importance of strategic alliances and partnerships. The current situation in South Africa indicates that the government is imposing Quotas on Chinese imports with intent to influence the South Africa retailers to buy from local suppliers (Sandrey & Fundra, 2008). The quotas have encouraged the major retailers in South Africa to procure more from local suppliers than ever before given the growth in their collective businesses over the last four years. Preliminary investigation between the retailers and clothing manufacturers confirm the retailers’ expectations that local companies will be unable to make up the expected shortfall the quotas will inflict...
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...BUSINESS ORGANIZATIONS INTRODUCTION This unit introduces students to the most common forms of business organizations, namely sole proprietorship, partnership and limited liability companies. However, emphasis is placed here on partnership and the legal consequences which flow from the formation of such a method. The main advantages and disadvantages of these forms of business organizations are also discussed. Important Concepts in Business Organizations The following are some important concepts in business organizations: Incorporation The law permits the creation of artificial or legal persons. An example of such is an incorporated company. This means that such an organization has a legal personality separate from its members. Legal Personality Under The English Law, all human beings have a legal personality. A legal personality is made up of a person’s legal rights and duties. However, the extent of these rights and duties is dependent on whether the person is an adult or a minor. A minor has limited rights and few duties. By operation of the law, an incorporated company has a legal personality Limited/unlimited Liability As a result of an incorporated organization having its own legal personality, its members are not generally liable for the debts of the organization. This however is in contrast to a partnership which does not have a legal personality separate from the partners. Here, partners have unlimited liability for partnership’s debts. Also, a sole proprietor...
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...Business operations Introduction Businesses can expand and originate from various entity types. Limited or general partnerships, corporation, sole proprietorship, nonprofit organizations, Limited Liability Company (LLC), and Limited Liability Partnership (LLP) may be a few examples of the styles available for business shareholders and owners to choose from in order to carry out their business operations. Each and every style may have its own gains and setbacks as regards taxation, liability and government regulations and laws. In a bid to answer your question, I might have to make use of two different business examples which comprise of different operation styles and guidelines. The two businesses include a bar business and professional practice and may be detailed on the basis of basic requirements necessary for successful business formation. I would also be keen at outlining the entity choice for each of these businesses as a way of providing advantages over the other. A detailed explanation of how each of the two scenarios controls the taxation, liability and business issues would also be in order. To add on that, the regulations, laws and potential risks that may be involved in every business style may be identified. Bar business The best business entity choice for Miriam, Lou and Jose in their business operation could be forming a Limited Partnership. Jose and Lou would then perform the role of general partners hence manage the operations of the business on a daily basis...
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...single individual owns a sole proprietorship, one person makes all the decisions and does not have to contend with a legal department to approve contracts. The owner can only use personal funds, although he may have separate savings and checking accounts for the business. Also, it may be difficult for a sole proprietor to obtain loans so money may be tight. If a sole proprietor were to die, the business would probably end. * is not legally differentiated from the owner and is not usually required to register as a business A sole proprietor is not legally differentiated from the business, regardless of whether the business bears his name or a fictitious name, and does not have to meet many requirements to start a business. Since the business is not considered a legal entity, it is the owner who is sued rather than the business. * must be registered as a business if it operates under a fictitious name A sole proprietorship operating under a name other than the name of the owner is considered to be operating under a fictitious name. The kinds of services and supplies that might be provided by a sole proprietorship and require licensure include healthcare services, the provision of food and drink, childcare, and financial services. State statutory law, established by the state legislature, governs sole proprietorships, like partnerships, franchises, and corporations. *...
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...reported to the IRS as income whether it is used for the business or for personal use. Either way the profits can be spent any way the owner wishes. Profits don’t have to be shared. * LOCATION- In the state of Washington the costs of a sole proprietorship are low. There are no legal required documents to file to begin business. Although form-filling must be done in order to operate the sole proprietorship. This means receiving the necessary permit from the specific local government. * CONVENIENCE/BURDEN- It is very easy to set up a sole proprietorship, but may not be easy to get startup funds from bank loans. The burden is only on the owner. This may become overwhelming and challenging because funds may become limited. GENERAL PARTNERSHIP: This type of...
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...Issue: Whether Paige and Clint had a partnership formed which would make Paige liable under the contract to buy the dairy cows from McGregor. Rules: A. Partnership is formed when 1. Joint tenancy, tenancy in common, tenancy by entireties, joint property, common property, or part ownership does not by itself establish a partnership, even if the coowners share profits made by the use of the property. 2. The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived. 3. A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment: For services as an independent contractor or of wages or other compensation to an employee B. A purported partner may be found jointly and severally liable for certain transactions if a person by words or conduct purports to be a partner, or consents to being represented by another as a partner. Application: There is no evidence that show Paige shared in the title to the dairy farm. Also there is no evidence presented that she shared in the gross returns generated by the dairy operation or that she had a common right in the cattle. Also, Clint made no admission at trial that Paige was partner in the dairy operation. McGregor assumed that Clint and Paige were engaged in a partnership due to the fact that they worked...
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