Please keep in mind that the material submitted here is not at all legal advice and is supplied for instructional and educational intentions only. If you really want legal advice related to formulating, analyzing, defining or resolving arguments concerning partnership Template, you should inquire about professional support (e.g. make a post on Dynamic Lawyers). We have Toronto, Ottawa, Hamilton, Mississauga, Brampton, and other Ontario business lawyers registered on the website who can relate your questions and answer them or help you with your partnership contract template. Even better, you can contact Michael Carabash directly.
In this blog, which is a sequel to the recent blog about partnership contracts (Part 1), the topic will be the Place of the Partnership and a depiction of the Business of the Partnership. Note: Partnerships are dissimilar from limited partnerships and limited liability partnerships, and general partnerships are ruled by their agreements and provincial laws.
Place to conduct a Business
Very important to have a place consigned to the business, so Partners can keep records, inspect and make copies of these records.
Business of the Partnership
Identifying the business of the partnership (e.g. you can indicate that the partnership will continue the business of Y for Y in the geographic region of Y), is very relevant for few reasons:
1- non-compete clauses usually employ the « Business of the Partnership » to limit partners’ ability to participate and compete during and after the term of the partnership contract. Just make sure a lawyer review this so that it is properly defined (i.e. broadly enough or narrowly enough, depending on what the partners’ particular interests are).
2- The business of the partnership helps limit the extent of a partner’s authority , because partners are people and may sometimes act beyond their power .This way if a partner acted outside the extent of the « business of the partnership« , then he may unintentionally make them liable for that partner’s acts . Solving this problem will be to have a clearly written and reviewed « business of the partnership« .
1- Why is it so imperative? The partners are jointly liable under the Ontario Partnership Act for the acts of that one partner. If -for example-a lawyer (without the other partners knowing) made investments on behalf of a regular client without telling them, used the law firm’s facilities, services and employees to conduct this business, then the other partners will be liable too for any law suit arising, against the law firm, from this transaction.