question

#1 Do the default rules that we have discussed in class (need all partners to agree to change original agreement, majority of partners can decide day to day issues if agreement doesn't appoint someone or already address, etc..) apply to an L.L.P as well. All the cases we have analyzed appear to be something other than an L.L.P arrangement.

#2 If a partner wants out of a partnership that is profitable, how do the partners normally settle on the value of "good will". It seems like it could be a highly litigated area and I haven't read any cases that address this.

Thanks

Tom

PROFESSOR'S RESPONSE

#1 The default rules we are talking about are for general partnerships, not Limited Liability Partnerships (LLPs). LLPs can only be created by agreement and filing with the state. As such, they have different rules, although they are similar in many instances). We will discuss LLPs periodically (I may note some specific differences and similarities), but overall, this course is about partnerships generally. LLPs are more advanced than we have time for in this course. We will discuss some LLP-related issues when we get to our LLC section later in this course.

#2 We will discuss goodwill a little more in the near future. It is often point of contention, but note that valuation of almost anything is contested when partners get to the litigation stage. More on this soon.