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37-1. Partnership Formation. Daniel is the owner of a chain of shoe stores. He hires Rubya to be the manager of a new store, which

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37-1. Partnership Formation. Daniel is the owner of a chain of shoe stores. He hires Rubya to be the manager of a new store, which is to open in Grand Rapids, Michigan. Daniel, by written contract, agrees to pay Rubya a monthly salary and 20 percent of the profits. Without Daniel's knowledge, Rubya represents himself to Classen as Daniel's partner and shows Classen the agreement to share profits. Classen extends credit to Rubya. Rubya defaults. Discuss whether Classen can hold Daniel liable as a partner. (See Formation and Operation.) 37-2. Dissolution of a Limited Partnership. Dorinda, Luis, and Elizabeth form a limited partnership. Dorinda is a general partner, and Luis and Elizabeth are limited partners. Consider the separate events below, and discuss fully whether each event constitutes a dissolution of the limited partnership. (See Limited Partnerships.) (a) Luis assigns his partnership interest to Ashley. (b) Elizabeth is petitioned into involuntary bankruptcy. (c) Dorinda dies. 37-3. Fiduciary Duties of Partners. Karl Horvath, Hein Rsen, and Carl Thomas formed a partnership, HRT Enterprises, to buy a manufacturing plant. Rsen and Thomas leased the plant to their own company, Merkur Steel. Merkur then sublet the premises to other companies owned by Rsen and Thomas. The rent that these companies paid to Merkur was higher than the rent that Merkur paid to HRT. Rsen and Thomas did not tell Horvath about the subleases. Did Rsen and Thomas breach their fiduciary duties to HRT and Horvath? Discuss. [Horvath v. HRT Enterprises, 489 Mich.App. 992,800N.W.2d595 (2011)] (See Formation and Operation.)

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