Question: Jerry Hall and Lawrence Vaught practice law in the same building. They share equally in the overhead expenses, such as rent and utilities, required to




Jerry Hall and Lawrence Vaught practice law in the same building. They share equally in the overhead expenses, such as rent and utilities, required to keep the business running. Both Jerry and Lawrence handle their own cases, consult and accept their own clients, and purchase their own advertising. Jerry and Lawrence do occasionally handle a case together, and they have stationery that says "Hall and Vaught" on the letterhead. They each have their own stationery as well. Jerry and Lawrence keep their finances separate, except when they handle a case together; then, they split the proceeds equally. When a client of Jerry's becomes dissatisfied and sues Jerry for malpractice, she sues Lawrence as well. In deciding whether or not a partnership exists here, the court will look at: a X whether Jerry and Lawrence have signed a partnership agreement. whether Jerry and Lawrence list themselves as partners on their letterhead. whether Jerry and Lawrence share profits and losses in the business, whether Jerry and Lawrence share profits and losses, whether they own the business jointly, and whether they have an equal right to be involved in the management of the business. Ellie, Josie, and Dylan are partners in a car dealership. Ellie gives notice to Josie and Dylan that she wants to withdraw from the partnership, and Josie and Dylan decide to continue the partnership without her. Shortly after Ellie leaves the partnership, she has lunch with an old friend, Justin. Justin has been looking for a new car and asks about the price of a particular car he saw on the website of the dealership, because he does not know that Ellie has left the partnership. Instead of telling Justin that she has left the partnership, Ellie quotes Dylan a price for the car, and Dylan accepts. When Dylan goes to the car dealership to complete the deal: x the dealership is not required to honor the deal because Ellie is no longer a partner. KID the dealership must honor the deal and reinstate Ellie as a partner. the dealership must honor the deal unless it has provided Dylan notice of Ellie's dissociation. the dealership is not required to honor the deal whether or not it has provided Dylan notice of Ellie's dissociation. Bart, Sam, and Greg create Big Barns Sales LLC, a company that builds pre-constructed barns. They file the certificate of organization with the secretary of state and create an operating agreement for the LLC. The operating agreement, however, does not address the method by which the LLC will be managed. Because management of the LLC is not addressed in the operating agreement, it is assumed the LLC will be: member-managed, and the member with the largest capital investment will control the decisions of the LLC. O manager managed; the members will designate a person or persons to manage the LLC, and none of the managers can be members. manager managed, and the members will designate a person or persons to manage the LLC, which may include nonmembers. member-managed; all members will vote on decisions of the LLC, and the majority vote controls, Lola, Jacy, and Tate plan to create a company to manufacture bicycles. After reviewing the pros and cons of the various forms of business enterprises, they decide to create a limited liability company. To create a limited liability company: they must file an operating agreement with the secretary of state and should create a certificate of organization, although a certificate of organization is not required. they must file a certificate of organization with the secretary of state and should create an operating agreement, although an operating agreement is not required. they must file a certificate of organization and an operating agreement with the secretary of state. x they must file a certificate of organization with the county clerk and should create an operating agreement, although an operating agreement is not required
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