*Agency and Partnership*

Association of 2 or more persons to carry on as co-owners of business for profit, regardless of whether they intend to or not

Is a contract, so contract principles apply.

Partnership law doesn't require a writing; SoF may.

1. Capital contribution not required
2. Right to control may be enough, even if never exercised
3. Sharing profits is just one factor; doesn't create presumption

Treated like a partnership, but requires express agreement on how the losses will be shared

Protects reasonable reliance by third parties

Analyze on a creditor-by-creditor basis

REBUTTABLE PRESUMPTION:

1) If property is acquired with partnership funds
2) If acquired in partner's name w/o partnership funds, it's presumed to belong to partner if instrument transferring title doesn't indicate the property is being acquired for a partnership

Partnership's Rights: unrestricted (owns property)
- can pledge its interest as collateral for a loan
- creditor of partnership can attach partnership's interest in property

Partner's Rights: extremely limited
Partner can use partnership property for only partnership purposes unless other partners consent. Right is not transferable

Right to receive a share of the profits: transferable

Interest in partnership is assignable. However, transferee doesn't become partner or acquire managerial rights.

Partnership interest is subject to community property law if acquired during life of community.