Question: Gilroy v . Conway, 3 9 1 N . W . 2 d 4 1 9 , 1 5 1 Mich. App. 6 2 8

Gilroy v. Conway, 391 N.W.2d 419,151 Mich. App. 628(1986)
John Gilroy, an established commercial photographer in Kalamazoo, Michigan, had a small clientele of schools for which he provided student portraits. Robert Conway joined Gilroy's established business, and they formed a partnership called "Skylight Studios." Both partners solicited schools with success, and gross sales, which were $40,000, increased every year and amounted to over $200,000 six years later. In the spring of 1981, Conway offered to buy out Gilroy and some negotiations followed. On June 25,1981, however, Conway notified Gilroy that the partnership was dissolved (Conway was leaving the business) as of July 1,1981. Gilroy then discovered that Conway had:
closed up the partnership's place of business and opened up his own business;
purchased equipment and supplies in preparation for starting his own business and charged them to the partnership;
taken with him the partnership employees and most of its equipment;
took over partnership contracts without telling customers that he was operating on his own; and
withdrew partnership funds for personal use.
The court ruled in favor of Gilroy, stating that Conway "knowingly and willfully violated his fiduciary relationship as a partner by converting partnership assets to his use and, in doing so, literally destroying the partnership." Gilroy received 50% of the company's assets.
When going into business with someone else, it is important, however not legally required, to create a contract where the owners determine how the business will be run. Normally, all general partners have an equal voice in management, but as a creation of contract, the partners can modify this if they wish. What is this type of contract called?
A:' Articles of Incorporation
B. Limited Partnership
C. Joint Venture
D. None of the above
 Gilroy v. Conway, 391 N.W.2d 419,151 Mich. App. 628(1986) John Gilroy,

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