The Law of Corporations and Other Business Organizations
Chapter Glossary
| aggregate theory | A theory regarding partnerships suggesting that a partnership is the totality of the partners rather than a separate entity. |
| civil law | 1. Law that originated from ancient Rome rather than from the common law or from canon law. 2. The law governing private rights and remedies, as opposed to criminal law, military law, international law, natural law, and so on. |
| Commission on Uniform State Laws | An organization that, along with the American Law Institute, proposes various model acts and uniform acts for adoption by the states. |
| common law | 1. Judge-made law (based on ancient customs, mores, usages, and principles handed down through the ages) in the absence of controlling statutory or other enacted law. 2. All the statutory and case law of England and the American colonies before the American Revolution. |
| dissociation | The event that occurs when a partner withdraws or otherwise ceases to be associated in the carrying on of the partnership business. |
| dissolution | The termination of a corporation, partnership, or other business entity’s existence. |
| entity theory | A theory suggesting that a partnership is an entity separate from its partners, much like a corporation. |
| fiduciary | 1. A person who manages money or property for another person and in whom that other person has a right to place great trust. 2. A relationship like that in definition no. 1. 3. Any relationship between persons in which one person acts for another in a position of trust; for example, lawyer and client or parent and child. |
| general partner | 1. Synonymous with partner. A partner in a general partnership, or limited partnership, who typically has unlimited personal liability for the debts and liabilities of the partnership. 2. A member of a general or limited partnership who shares in the profits and losses of the partnership and may participate fully in the management of the partnership. General partners are usually personally liable for the debts and obligations of the partnership. |
| general partnership | A typical partnership in which all partners are general partners. Elements of partnership: association of two or more persons; carry on; co-ownership; business; for profit. |
| joint and several | Both together and individually. For example, a liability or debt is joint and several if the creditor may sue the debtors either together as a group (with the result that the debtors would have to split the loss) or individually (with the result that one debtor might have to pay the whole thing). |
| joint venture | Sometimes referred to as a “joint adventure”; the relationship created when two or more persons combine jointly in a business enterprise with the understanding that they will share in the profits or losses and that each will have a voice in its management. Although a joint venture is a form of partnership, it customarily involves a single business project rather than an ongoing business relationship. |
| limited liability partnership | A partnership in which the partners have less than full liability for the actions of other partners, but full liability for their own actions. |
| limited partnership | A partnership formed by general partners (who run the business and have liability for all partnership debts) and limited partners (who partly or fully finance the business, take no part in running it, and have no liability for partnership debts beyond the money they put in or promise to put in). |
| partnership | An association of two or more persons to carry on as co-owners of a business for profit. |
| partnership at will | A partnership formed for an indefinite period of time, without a designated date for termination. |
| statement of authority | A statement filed for public record by the partners of a partnership to expand or limit the agency authority of a partner, to deny the authority or status of a partner, or to give notice of certain events such as the dissociation of a partner or the dissolution of the partnership. |
| statement of denial | A statement filed for public record by a partner or other interested party to contradict the information included in a statement of authority. |
| tenancy in partnership | A form of ownership provided for under the Uniform Partnership Act whereby all partners are co-owners with the other partners. Each partner has an equal right to possess the property for partnership purposes, but has no right to possess the property for any other purpose without the consent of the other partners. |
| wind up | Finish current business, settle accounts, and turn property into cash in order to end a corporation or a partnership and split up the assets. |