.jpg)
Partner dissociated for filing bankruptcy? Help, please.
That raises other questions, then. If he discharges any personal liability
through the bk, does that mean he still gets his investment back? Would it
be a violation of the discharge injunction to "collect" on that debt by not
giving him back his investment? Or is it more like a setoff right?
On Thu, Dec 8, 2011 at 2:59 PM, Dennis McGoldrick wrote:
> **
>
>
> Holly:
>
> List the creditors as contingent, without a dollar amount, if you decide
> to list them.
> It is my practice to list them.
>
> You can rely on Beezley and Neilson, but that is a pain, as if the
> partnership creditors sue, you have to raise a Beezley or Neilson defense
> and the debtor will be screaming you should have listed the creditors.
>
> The limitation in the statute for liability up to the investment means the
> debtor loses his investment, not that there is additional liability.
>
> d
>
> ------------------------------
> *From:* Holly Roark
> *To:* cdcbaa@yahoogroups.com; Strictly Bankruptcy Issues BK@mail.nacba.org>
> *Sent:* Thursday, December 8, 2011 2:47 PM
>
> *Subject:* Re: [cdcbaa] Partner dissociated for filing bankruptcy? Help,
> please.
>
>
> Question now on this matter is, do I have to amend debtor's schedules
> to list the creditors of the partnership? California Limited Liability
> Partnerships are confusing. (See Title 2, article 10 of the statute here:
> http://www.leginfo.ca.gov/cgi-bin/calaw ... ectioncorp) I have
> read that a limited liability partner is "not liable" for the debts of the
> partnership, but I have also read that limited partners are "only liable up
> to the amount of their investments". If my guy invested $20K in the
> partnership and is theoreitcally liable up to that amount, and the
> partnership is in debt $100K, do I list the partnership as a creditor in
> his personal BK case, or do I list each individual creditor of the LLP, or
> neither?
>
> Here's the statute:
>
> *California CORPORATIONS CODE *
> 15903.03. (a) A limited partner is not liable for any obligation of
> a limited partnership unless named as a general partner in the
> certificate or, in addition to exercising the rights and powers of a
> limited partner, the limited partner participates in the control of
> the business. If a limited partner participates in the control of the
> business without being named as a general partner, that partner may
> be held liable as a general partner only to persons who transact
> business with the limited partnership with actual knowledge of that
> partner's participation in control and with a reasonable belief,
> based upon the limited partner's conduct, that the partner is a
> general partner at the time of the transaction. Nothing in this
> chapter shall be construed to affect the liability of a limited
> partner to third parties for the limited partner's participation in
> tortious conduct.
>
> Let's say the debtor is not a general partner, but "participates in the
> control of the business" and therefore under the statute above, is liable
> for the obligations of the partnership (up to the amount of his
> investment). Again, my question is, do I list the creditors of the
> partnership in his BK, or do I list the partnership as a creditor?
> According to the above statute, it appears that I would have to find out
> whether he held himself out to any particular creditors as a general
> partner, and then only list those creditors. Any thoughts on who/how to
> list any potential personal liability in this matter?
>
> I have to amend very soon if at all since the case is ready for discharge
> now.
>
> Holly Roark
>
>
> On Mon, Nov 28, 2011 at 3:46 PM, Holly Roark wrote:
>
> *Summit Investment Development v. Curran*, 69 F.3d 608 (1st Cir. 1995)
> holds that section 365(e) trumps the *ipso facto* termination provisions
> of a partnership agreement AND a state partnership statute. *See also In
> re Rittenhouse Carpet, Inc.*, 56 B.R. 131 (E.D. PA. 1985) (holding that
> section 365(e) prohibits the operation of state laws providing that the
> mere filing of a petition under the Code causes the immediate removal of a
> debtor/partner from a partnership.) *See also In re Safren*, 65 B.R.
> 566 (C.D. CA 1986) (holding that the filing of a bankruptcy petition
> [Chapter 11] does not dissolve a general partnership, notwithstanding the
> provision of California state law [UPA] being to the contrary.) I have not
> found 9th Cir. authority in support or contrary to the foregoing opinions,
> though *Fotouhi v. Mansdorf*, 427 B.R. 800 (N.D. CA 2010) assumes,
> without any analysis, that the debtor became dissociated from the
> partnership upon the filing of the bankruptcy petition "as a matter of
> law". In shepardizing *Summit*, I did find *In re Catapult*, 165 F.3d
> 747 (9th Cir. 1999) which states that an executory contract (assuming a
> partnership agreement is an executory contract) may not be assumed without
> consent of the partners when a partner files for bankruptcy, but that is a
> different issue from whether a partner "must" be dissociated due to the
> California statute referenced below. This case gives the partners the
> option of keeping the debtor as a partner. With respect to "assuming" such
> an executory contract, there is also case authority which states that such
> a contract "rides through" the bankruptcy and need not be assumed nor
> rejected, at least in a Chapter 11 case. *See **In re JZ, L.L.C*., 371
> B.R. 412 (9th Cir. BAP 2007).
>
> My research is ongoing, and I will update you.....
>
> Holly
>
> Debtor was just informed by his partners that he was required to be
> dissociated from their Limited Liability Partnership partnership since he
> filed a personal BK. He intends to pay his business debt and wants to stay
> in the partnership, but partners insist that by law he must be
> dissociated. The below is the code they cite to. Debtor is not happy.
> Can someone offer me some perspective on the below code? Does anyone have
> case law interpreting the below? Is there anything the debtor can do to
> stay in the partnership?
>
>
> *CORPORATIONS CODE
> SECTION 16601-16603 *
> 16601. A partner is dissociated from a partnership upon the occurrence of
> any of the following events: (1) The partnership's having notice of the
> partner's express will to withdraw as a partner or on a later date
> specified by the partner. (2) An event agreed to in the partnership
> agreement as causing the partner's dissociation. (3) The partner's
> expulsion pursuant to the partnership agreement. (4) The partner's
> expulsion by the unanimous vote of the other partners if any of the
> following apply: (A) It is unlawful to carry on the partnership business
> with that partner. (B) There has been a transfer of all or substantially
> all of that partner's transferable interest in the partnership, other than
> a transfer for security purposes, or a court order charging the partner' s
> interest, that has not been foreclosed. (C) Within 90 days after the
> partnership notifies a corporate partner that it will be expelled because
> it has filed a certificate of dissolution or the equivalent, its charter
> has been revoked, or its right to conduct business has been suspended by
> the jurisdiction of its incorporation, there is no revocation of the
> certificate of dissolution or no reinstatement of its charter or its right
> to conduct business. (D) A partnership, limited partnership, or limited
> liability company that is a partner has been dissolved and its business is
> being wound up. (5) On application by the partnership or another partner,
> the partner's expulsion by judicial determination because of any of the
> following: (A) The partner engaged in wrongful conduct that adversely and
> materially affected the partnership business. (B) The partner willfully or
> persistently committed a material breach of the partnership agreement or of
> a duty owed to the partnership or the other partners under Section 16404.
> (C) The partner engaged in conduct relating to the partnership business
> that makes it not reasonably practicable to carry on the business in
> partnership with the partner. (6) The partner's act or failure to act in
> any of the following instances: (A) By becoming a debtor in bankruptcy.
> --
> Holly Roark
> holly@roarklawoffices.com
> www.roarklawoffices.com
> Central District of California
> Consumer Bankruptcy Attorney
> 1875 Century Park East, Suite 600
> Los Angeles, CA 90067
> T (310) 553-2600
> F (310) 553-2601
>
>
>
>
>
>
Holly Roark
holly@roarklawoffices.com
www.roarklawoffices.com
Central District of California
Consumer Bankruptcy Attorney
1875 Century Park East, Suite 600
Los Angeles, CA 90067
T (310) 553-2600
F (310) 553-2601
That raises other questions, then. If he discharges any personal liability through the bk, does that mean he still gets his investment back? Would it be a violation of the discharge injunction to "collect" on that debt by not giving him back his investment? Or is it more like a setoff right?
On Thu, Dec 8, 2011 at 2:59 PM, Dennis McGoldrick <easky1@yahoo.com> wrote:
Holly:
List the creditors as contingent, without a dollar amount, if you decide to list them.
It is my practice to list them.
You can rely on Beezley and Neilson, but that is a pain, as if the partnership creditors sue, you have to raise a Beezley or Neilson defense and the debtor will be screaming you should have listed the creditors.
The limitation in the statute for liability up to the investment means the debtor loses his investment, not that there is additional liability.
d
From: Holly Roark <hollyroark22@gmail.com>To:
The post was migrated from Yahoo.
I am definitely dealing with an LLP, a limited liability partnership. (The
statute says that a limited liability partner is not dissociated for filing
bk, but a general partner is. Fine. My guy is a limited partner. In any
case, I have found case law to get around that issue.) All I am trying to
figure out now is whether I need to list any creditors of the LLP in the
limited liability partner's personal bk.
On Thu, Dec 8, 2011 at 2:54 PM, wrote:
> **
>
>
> **
> There are "Limited Partnerships" and then there are "Limited Liability
> Partnerships". They are VERY different and your question seems to comingle
> those entities. Which are you dealing with?
>
> Best Regards,
> Sharon C. Hughes
> Hughes & Dunstan, LLP
> 21650 Oxnard Street, Suite 1960
> Woodland Hills, CA 91367
> Telephone: 818-715-9558x1
> Facsimile: 818-715-9559
> www.hughesanddunstan.com
> A/V Rated by the Martindale-Hubbell Law Directory
>
> This electronic mail message and any attached files are confidential,
> contain information intended for the exclusive use of the individual or
> entity to whom it is addressed, and may be legally privileged. If you are
> not the intended recipient, please immediately reply to Sharon C. Hughes,
> at schug98@aol.com, or by telephone at 818-715-9558x1, indicating that
> you received this message and then delete the message without delay. Thank
> you for your cooperation.
>
> Disclosure Under U.S. IRS Circular 230: The recipient may not use any tax
> advice contained in this communication, including any attachments, for the
> purpose of avoiding federal tax related penalties or promoting, marketing
> or recommending to another party any particular transaction or matter.
>
> In a message dated 12/8/2011 2:47:12 P.M. Pacific Standard Time,
> hollyroark22@gmail.com writes:
>
>
>
> Question now on this matter is, do I have to amend debtor's schedules to
> list the creditors of the partnership? California Limited Liability
> Partnerships are confusing. (See Title 2, article 10 of the statute here:
> http://www.leginfo.ca.gov/cgi-bin/calaw ... ectioncorp) I have
> read that a limited liability partner is "not liable" for the debts of the
> partnership, but I have also read that limited partners are "only liable up
> to the amount of their investments". If my guy invested $20K in the
> partnership and is theoreitcally liable up to that amount, and the
> partnership is in debt $100K, do I list the partnership as a creditor in
> his personal BK case, or do I list each individual creditor of the LLP, or
> neither?
>
> Here's the statute:
>
> *California CORPORATIONS CODE *
> 15903.03. (a) A limited partner is not liable for any obligation of
> a limited partnership unless named as a general partner in the
> certificate or, in addition to exercising the rights and powers of a
> limited partner, the limited partner participates in the control of
> the business. If a limited partner participates in the control of the
> business without being named as a general partner, that partner may
> be held liable as a general partner only to persons who transact
> business with the limited partnership with actual knowledge of that
> partner's participation in control and with a reasonable belief,
> based upon the limited partner's conduct, that the partner is a
> general partner at the time of the transaction. Nothing in this
> chapter shall be construed to affect the liability of a limited
> partner to third parties for the limited partner's participation in
> tortious conduct.
>
> Let's say the debtor is not a general partner, but "participates in the
> control of the business" and therefore under the statute above, is liable
> for the obligations of the partnership (up to the amount of his
> investment). Again, my question is, do I list the creditors of the
> partnership in his BK, or do I list the partnership as a creditor?
> According to the above statute, it appears that I would have to find out
> whether he held himself out to any particular creditors as a general
> partner, and then only list those creditors. Any thoughts on who/how to
> list any potential personal liability in this matter?
>
> I have to amend very soon if at all since the case is ready for discharge
> now.
>
> Holly Roark
>
>
> On Mon, Nov 28, 2011 at 3:46 PM, Holly Roark wrote:
>
>> *Summit Investment Development v. Curran*, 69 F.3d 608 (1st Cir. 1995)
>> holds that section 365(e) trumps the *ipso facto* termination provisions
>> of a partnership agreement AND a state partnership statute. *See also
>> In re Rittenhouse Carpet, Inc.*, 56 B.R. 131 (E.D. PA. 1985) (holding
>> that section 365(e) prohibits the operation of state laws providing that
>> the mere filing of a petition under the Code causes the immediate removal
>> of a debtor/partner from a partnership.) *See also In re Safren*, 65
>> B.R. 566 (C.D. CA 1986) (holding that the filing of a bankruptcy petition
>> [Chapter 11] does not dissolve a general partnership, notwithstanding the
>> provision of California state law [UPA] being to the contrary.) I have not
>> found 9th Cir. authority in support or contrary to the foregoing opinions,
>> though *Fotouhi v. Mansdorf*, 427 B.R. 800 (N.D. CA 2010) assumes,
>> without any analysis, that the debtor became dissociated from the
>> partnership upon the filing of the bankruptcy petition "as a matter of
>> law". In shepardizing *Summit*, I did find *In re Catapult*, 165 F.3d
>> 747 (9th Cir. 1999) which states that an executory contract (assuming a
>> partnership agreement is an executory contract) may not be assumed without
>> consent of the partners when a partner files for bankruptcy, but that is a
>> different issue from whether a partner "must" be dissociated due to the
>> California statute referenced below. This case gives the partners the
>> option of keeping the debtor as a partner. With respect to "assuming" such
>> an executory contract, there is also case authority which states that such
>> a contract "rides through" the bankruptcy and need not be assumed nor
>> rejected, at least in a Chapter 11 case. *See **In re JZ, L.L.C*., 371
>> B.R. 412 (9th Cir. BAP 2007).
>>
>> My research is ongoing, and I will update you.....
>>
>> Holly
>>
>> Debtor was just informed by his partners that he was required to
>>> be dissociated from their Limited Liability Partnership partnership since
>>> he filed a personal BK. He intends to pay his business debt and wants to
>>> stay in the partnership, but partners insist that by law he must be
>>> dissociated. The below is the code they cite to. Debtor is not happy.
>>> Can someone offer me some perspective on the below code? Does anyone have
>>> case law interpreting the below? Is there anything the debtor can do to
>>> stay in the partnership?
>>>
>>>
>>> *CORPORATIONS CODE
>>> SECTION 16601-16603 *
>>>
>>> 16601. A partner is dissociated from a partnership upon the occurrence
>>> of any of the following events: (1) The partnership's having notice of
>>> the partner's express will to withdraw as a partner or on a later date
>>> specified by the partner. (2) An event agreed to in the partnership
>>> agreement as causing the partner's dissociation. (3) The partner's
>>> expulsion pursuant to the partnership agreement. (4) The partner's
>>> expulsion by the unanimous vote of the other partners if any of the
>>> following apply: (A) It is unlawful to carry on the partnership business
>>> with that partner. (B) There has been a transfer of all or substantially
>>> all of that partner's transferable interest in the partnership, other than
>>> a transfer for security purposes, or a court order charging the partner' s
>>> interest, that has not been foreclosed. (C) Within 90 days after the
>>> partnership notifies a corporate partner that it will be expelled because
>>> it has filed a certificate of dissolution or the equivalent, its charter
>>> has been revoked, or its right to conduct business has been suspended by
>>> the jurisdiction of its incorporation, there is no revocation of the
>>> certificate of dissolution or no reinstatement of its charter or its right
>>> to conduct business. (D) A partnership, limited partnership, or limited
>>> liability company that is a partner has been dissolved and its business is
>>> being wound up. (5) On application by the partnership or another partner,
>>> the partner's expulsion by judicial determination because of any of the
>>> following: (A) The partner engaged in wrongful conduct that adversely and
>>> materially affected the partnership business. (B) The partner willfully or
>>> persistently committed a material breach of the partnership agreement or of
>>> a duty owed to the partnership or the other partners under Section 16404.
>>> (C) The partner engaged in conduct relating to the partnership business
>>> that makes it not reasonably practicable to carry on the business in
>>> partnership with the partner. (6) The partner's act or failure to act
>>> in any of the following instances: (A) By becoming a debtor in bankruptcy.
>>> --
>>> Holly Roark
>>> holly@roarklawoffices.com
>>> www.roarklawoffices.com
>>> Central District of California
>>> Consumer Bankruptcy Attorney
>>> 1875 Century Park East, Suite 600
>>> Los Angeles, CA 90067
>>> T (310) 553-2600
>>> F (310) 553-2601
>>>
>>>
>>>
>
Holly Roark
holly@roarklawoffices.com
www.roarklawoffices.com
Central District of California
Consumer Bankruptcy Attorney
1875 Century Park East, Suite 600
Los Angeles, CA 90067
T (310) 553-2600
F (310) 553-2601
I am definitely dealing with an LLP, a limited liability partnership. (The statute says that a limited liability partner is not dissociated for filing bk, but a general partner is. Fine. My guy is a limited partner.am trying to figure out now is whether I need to list any creditors of the LLP in the limited liability partner's personal bk.
On Thu, Dec 8, 2011 at 2:54 PM, <schug98@aol.com> wrote:
There are "Limited Partnerships" and then there are "Limited Liability Partnerships". They are VERY different and your question seems to comingle those entities. Which are you dealing with?
Best Regards,Sharon C. HughesHughes & Dunstan, LLP
21650 Oxnard Street, Suite 1960Woodland Hills, CA 91367Telephone: 818-715-9558x1Facsimile: 818-715-9559
www.hughesanddunstan.comA/V Rated by the Martindale-Hubbell Law DirectoryThis electronic mail message and any attached files are confidential, contain information intended for the exclusive use of the individual or entity to whom it is addressed, and may be legally privileged. If you are not the intended recipient, please immediately reply to Sharon C. Hughes, at schug98@aol.com, or by telephone at 818-715-9558x1, indicating that you received this message and then delete the message without delay. Thank you for your cooperation.
Disclosure Under U.S. IRS Circular 230: The recipient may not use any tax advice contained in this communication, including any attachments, for the purpose of avoiding federal tax related penalties or promoting, marketing or recommending to another party any particular transaction or matter.
In a message dated 12/8/2011 2:47:12 P.M. Pacific Standard Time, hollyroark22@gmail.com writes:
Question now on this matter is, do I have to amend debtor's schedules to list the creditors of the partnership? California Limited Liability Partnerships are confusing.(See Title 2, article 10 of the statute here: http://www.leginfo.ca.gov/cgi-bin/calaw ... ectioncorp) I have read that a limited liability partner is "not liable" for the debts of the partnership, but I have also read that limited partners are "only liable up to the amount of their investments". If my guy invested $20K in the partnership and is theoreitcally liable up to that amount, and the partnership is in debt $100K, do I list the partnership as a creditor in his personal BK case, or do I list each individual creditor of the LLP, or neither?
Here's the statute:
California CORPORATIONS CODE 15903.03. (a) A limited partner is not liable for any obligation ofa limited partnership unless named as a general partner in thecertificate or, in addition to exercising the rights and powers of a
limited partner, the limited partner participates in the control ofthe business. If a limited partner participates in the control of thebusiness without being named as a general partner, that partner maybe held liable as a general partner only to persons who transact
business with the limited partnership with actual knowledge of thatpartner's participation in control and with a reasonable belief,based upon the limited partner's conduct, that the partner is ageneral partner at the time of the transaction. Nothing in this
chapter shall be construed to affect the liability of a limitedpartner to third parties for the limited partner's participation intortious conduct.Let's say the debtor is nota general partner, but "participates in the control of the business" and therefore under the statute above, is liable for the obligations of the partnership (up to the amount of his investment). Again, my question is, do I list the creditors of the partnership in his BK, or do I list the partnership as a creditor? According to the above statute, it appears thatI would have to find out whether he held himself out to any particular creditors as a general partner, and then only list those creditors. Any thoughts on who/how to list any potential personal liability in this matter?
I have to amend very soon if at all since the case is ready for discharge now.
Holly Roark
On Mon, Nov 28, 2011 at 3:46 PM, Holly Roark <hollyroark22@gmail.com> wrote:
Summit Investment Development v. Curran, 69 F.3d 608 (1st Cir. 1995) holds that section 365(e) trumps the ipso facto termination provisions of a partnership agreement AND a state partnership statute. See also In re Rittenhouse Carpet, Inc., 56 B.R. 131 (E.D. PA. 1985) (holding that section 365(e) prohibits the operation of state laws providing that the mere filing of a petition under the Code causes the immediate removal of a debtor/partner from a partnership.) See also In re Safren, 65 B.R. 566 (C.D. CA 1986) (holding that the filing of a bankruptcy petition [Chapter 11] does not dissolve a general partnership, notwithstanding the provision of California state law [UPA] being to the contrary.) I have not found 9th Cir. authority in support or contrary to the foregoing opinions, though Fotouhi v. Mansdorf, 427 B.R. 800 (N.D. CA 2010) assumes, without any analysis, that the debtor became dissociated from the partnership upon the filing of the bankruptcy petition "as a matter of law". In shepardizing Summit, I did find In re Catapult, 165 F.3d 747 (9th Cir. 1999) which states that an executory contract (assuming a partnership agreement is an executory contract) may not be assumed without consent of the partners when a partner files for bankruptcy, but that is a different issue from whether a partner "must" be dissociated due to the California statute referenced below. This case gives the partners the option of keeping the debtor as a partner. With respect to "assuming" such an executory contract, there is also case authority which states that such a contract "rides through" the bankruptcy and need not be assumed nor rejected, at least in a Chapter 11 case. See
The post was migrated from Yahoo.
There are "Limited Partnerships" and then there are "Limited Liability
Partnerships". They are VERY different and your question seems to cominglethose entities. Which are you dealing with?
Best Regards,
Sharon C. Hughes
Hughes & Dunstan, LLP
21650 Oxnard Street, Suite 1960
Woodland Hills, CA 91367
Telephone: 818-715-9558x1
Facsimile: 818-715-9559
_www.hughesanddunstan.com_ (http://www.hughesanddunstan.com/)
A/V Rated by the Martindale-Hubbell Law Directory
This electronic mail message and any attached files are confidential,
contain information intended for the exclusive use of the individual or entity
to whom it is addressed, and may be legally privileged. If you are not theintended recipient, please immediately reply to Sharon C. Hughes, at
schug98@aol.com, or by telephone at 818-715-9558x1, indicating that you received
this message and then delete the message without delay. Thank you for yourcooperation.
Disclosure Under U.S. IRS Circular 230: The recipient may not use any taxadvice contained in this communication, including any attachments, for the purpose of avoiding federal tax related penalties or promoting, marketing or
recommending to another party any particular transaction or matter.
In a message dated 12/8/2011 2:47:12 P.M. Pacific Standard Time,
hollyroark22@gmail.com writes:
Question now on this matter is, do I have to amend debtor's schedules to list the creditors of the partnership? California Limited Liability
Partnerships are confusing. (See Title 2, article 10 of the statute here:
The post was migrated from Yahoo.
Question now on this matter is, do I have to amend debtor's schedules to
list the creditors of the partnership? California Limited Liability
Partnerships are confusing. (See Title 2, article 10 of the statute here:
http://www.leginfo.ca.gov/cgi-bin/calaw ... esectionrp) I have
read that a limited liability partner is "not liable" for the debts of the
partnership, but I have also read that limited partners are "only liable up
to the amount of their investments". If my guy invested $20K in the
partnership and is theoreitcally liable up to that amount, and the
partnership is in debt $100K, do I list the partnership as a creditor in
his personal BK case, or do I list each individual creditor of the LLP, or
neither?
Here's the statute:
*California CORPORATIONS CODE *
15903.03. (a) A limited partner is not liable for any obligation of
a limited partnership unless named as a general partner in the
certificate or, in addition to exercising the rights and powers of a
limited partner, the limited partner participates in the control of
the business. If a limited partner participates in the control of the
business without being named as a general partner, that partner may
be held liable as a general partner only to persons who transact
business with the limited partnership with actual knowledge of that
partner's participation in control and with a reasonable belief,
based upon the limited partner's conduct, that the partner is a
general partner at the time of the transaction. Nothing in this
chapter shall be construed to affect the liability of a limited
partner to third parties for the limited partner's participation in
tortious conduct.
Let's say the debtor is not a general partner, but "participates in the
control of the business" and therefore under the statute above, is liable
for the obligations of the partnership (up to the amount of his
investment). Again, my question is, do I list the creditors of the
partnership in his BK, or do I list the partnership as a creditor?
According to the above statute, it appears that I would have to find out
whether he held himself out to any particular creditors as a general
partner, and then only list those creditors. Any thoughts on who/how to
list any potential personal liability in this matter?
I have to amend very soon if at all since the case is ready for discharge
now.
Holly Roark
On Mon, Nov 28, 2011 at 3:46 PM, Holly Roark wrote:
> *Summit Investment Development v. Curran*, 69 F.3d 608 (1st Cir. 1995)
> holds that section 365(e) trumps the *ipso facto* termination provisions
> of a partnership agreement AND a state partnership statute. *See also In
> re Rittenhouse Carpet, Inc.*, 56 B.R. 131 (E.D. PA. 1985) (holding that
> section 365(e) prohibits the operation of state laws providing that the
> mere filing of a petition under the Code causes the immediate removal of a
> debtor/partner from a partnership.) *See also In re Safren*, 65 B.R.
> 566 (C.D. CA 1986) (holding that the filing of a bankruptcy petition
> [Chapter 11] does not dissolve a general partnership, notwithstanding the
> provision of California state law [UPA] being to the contrary.) I have not
> found 9th Cir. authority in support or contrary to the foregoing opinions,
> though *Fotouhi v. Mansdorf*, 427 B.R. 800 (N.D. CA 2010) assumes,
> without any analysis, that the debtor became dissociated from the
> partnership upon the filing of the bankruptcy petition "as a matter of
> law". In shepardizing *Summit*, I did find *In re Catapult*, 165 F.3d
> 747 (9th Cir. 1999) which states that an executory contract (assuming a
> partnership agreement is an executory contract) may not be assumed without
> consent of the partners when a partner files for bankruptcy, but that is a
> different issue from whether a partner "must" be dissociated due to the
> California statute referenced below. This case gives the partners the
> option of keeping the debtor as a partner. With respect to "assuming" such
> an executory contract, there is also case authority which states that such
> a contract "rides through" the bankruptcy and need not be assumed nor
> rejected, at least in a Chapter 11 case. *See **In re JZ, L.L.C*., 371
> B.R. 412 (9th Cir. BAP 2007).
>
> My research is ongoing, and I will update you.....
>
> Holly
>
> Debtor was just informed by his partners that he was required to be
>> dissociated from their Limited Liability Partnership partnership since he
>> filed a personal BK. He intends to pay his business debt and wants to stay
>> in the partnership, but partners insist that by law he must be
>> dissociated. The below is the code they cite to. Debtor is not happy.
>> Can someone offer me some perspective on the below code? Does anyone have
>> case law interpreting the below? Is there anything the debtor can do to
>> stay in the partnership?
>>
>>
>> *CORPORATIONS CODE
>> SECTION 16601-16603 *
>>
>> 16601. A partner is dissociated from a partnership upon the occurrence of
>> any of the following events: (1) The partnership's having notice of the
>> partner's express will to withdraw as a partner or on a later date
>> specified by the partner. (2) An event agreed to in the partnership
>> agreement as causing the partner's dissociation. (3) The partner's
>> expulsion pursuant to the partnership agreement. (4) The partner's
>> expulsion by the unanimous vote of the other partners if any of the
>> following apply: (A) It is unlawful to carry on the partnership business
>> with that partner. (B) There has been a transfer of all or substantially
>> all of that partner's transferable interest in the partnership, other than
>> a transfer for security purposes, or a court order charging the partner' s
>> interest, that has not been foreclosed. (C) Within 90 days after the
>> partnership notifies a corporate partner that it will be expelled because
>> it has filed a certificate of dissolution or the equivalent, its charter
>> has been revoked, or its right to conduct business has been suspended by
>> the jurisdiction of its incorporation, there is no revocation of the
>> certificate of dissolution or no reinstatement of its charter or its right
>> to conduct business. (D) A partnership, limited partnership, or limited
>> liability company that is a partner has been dissolved and its business is
>> being wound up. (5) On application by the partnership or another partner,
>> the partner's expulsion by judicial determination because of any of the
>> following: (A) The partner engaged in wrongful conduct that adversely and
>> materially affected the partnership business. (B) The partner willfully or
>> persistently committed a material breach of the partnership agreement or of
>> a duty owed to the partnership or the other partners under Section 16404.
>> (C) The partner engaged in conduct relating to the partnership business
>> that makes it not reasonably practicable to carry on the business in
>> partnership with the partner. (6) The partner's act or failure to act in
>> any of the following instances: (A) By becoming a debtor in bankruptcy.
>> --
>> Holly Roark
>> holly@roarklawoffices.com
>> www.roarklawoffices.com
>> Central District of California
>> Consumer Bankruptcy Attorney
>> 1875 Century Park East, Suite 600
>> Los Angeles, CA 90067
>> T (310) 553-2600
>> F (310) 553-2601
>>
>>
>>
Question now on this matter is, do I have to amend debtor's schedules to list the creditors of the partnership? California Limited Liability Partnerships are confusing.(See Title 2, article 10 of the statute here:
The post was migrated from Yahoo.
Holly, this is good. Its looks like an article to me for the newsletter. I want to put out a new newsletter in early January. Jon
>
> Holly:
>
> good work, but you had better take that argument to the bk judge, a state court judge will follow the state statute.
>
> d
>
>
> ________________________________
> To: cdcbaa@yahoogroups.com
> Sent: Monday, November 28, 2011 3:46 PM
> Subject: Re: [cdcbaa] Partner dissociated for filing bankruptcy? Help, please.
>
>
>
> Summit Investment Development v. Curran, 69 F.3d 608 (1st Cir. 1995) holds that section 365(e) trumps the ipso facto termination provisions of a partnership agreement AND a state partnership statute. See also In re Rittenhouse Carpet, Inc., 56 B.R. 131 (E.D. PA. 1985) (holding that section 365(e) prohibits the operation of state laws providing that the mere filing of a petition under the Code causes the immediate removal of a debtor/partner from a partnership.) See also In re Safren, 65 B.R. 566 (C.D. CA 1986) (holding that the filing of a bankruptcy petition [Chapter 11] does not dissolve a general partnership, notwithstanding the provision of California state law [UPA] being to the contrary.) I have not found 9th Cir. authority in support or contrary to the foregoing opinions, though Fotouhi v. Mansdorf, 427 B.R. 800 (N.D. CA 2010) assumes, without any analysis, that the debtor became dissociated from the partnership upon the filing of the
> bankruptcy petition "as a matter of law". In shepardizing Summit, I did find In re Catapult, 165 F.3d 747 (9th Cir. 1999) which states that an executory contract (assuming a partnership agreement is an executory contract) may not be assumed without consent of the partners when a partner files for bankruptcy, but that is a different issue from whether a partner "must" be dissociated due to the California statute referenced below. This case gives the partners the option of keeping the debtor as a partner. case authority which states that such a contract "rides through" the bankruptcy and need not be assumed nor rejected, at least in a Chapter 11 case.>
> My research is ongoing, and I will update you.....
>
> Holly
>
>
> On Sat, Nov 26, 2011 at 7:05 PM, Dennis wrote:
>
>
> >
> >Holly, your debtor is out.
> >
> >Sent from my iPhone
> >
> >On Nov 22, 2011, at 4:08 PM, Holly Roark wrote:
> >
> >
> >
> >>Debtor was just informed by his partners that he was required to be dissociated from their Limited Liability Partnershippartnership since he filed a personal BK. He intends to pay hisbusiness debtand wants to stay in the partnership, but partners insist that by law he must be dissociated. The below is the code they cite to. Debtor is not happy. Can someone offer me some perspective on the below code?hing the debtor can do to stay in the partnership?
> >>
> >>
> >>CORPORATIONS CODE
> >>SECTION 16601-16603
> >>
> >>16601. A partner is dissociated from a partnership upon the
> occurrence of any of the following events: (1) The partnership's having notice of the partner's express will
> to withdraw as a partner or on a later date specified by the partner. (2) An event agreed to in the partnership agreement as causing the
> partner's dissociation. (3) The partner's expulsion pursuant to the partnership agreement. (4) The partner's expulsion by the unanimous vote of the other
> partners if any of the following apply: (A) It is unlawful to carry on the partnership business with that
> partner. (B) There has been a transfer of all or substantially all of that
> partner's transferable interest in the partnership, other than a
> transfer for security purposes, or a court order charging the partner'
> s interest, that has not been foreclosed. (C) Within 90 days after the partnership notifies a corporate
> partner that it will be expelled because it has filed a certificate
> of dissolution or the equivalent, its charter has been revoked, or
> its right to conduct business has been suspended by the jurisdiction
> of its incorporation, there is no revocation of the certificate of
> dissolution or no reinstatement of its charter or its right to
> conduct business. (D) A partnership, limited partnership, or limited liability
> company that is a partner has been dissolved and its business is
> being wound up. (5) On application by the partnership or another partner, the
> partner's expulsion by judicial determination because of any of the
> following: (A) The partner engaged in wrongful conduct that adversely and
> materially affected the partnership business. (B) The partner willfully or persistently committed a material
> breach of the partnership agreement or of a duty owed to the
> partnership or the other partners under Section 16404. (C) The partner engaged in conduct relating to the partnership
> business that makes it not reasonably practicable to carry on the
> business in partnership with the partner. (6) The partner's act or failure to act in any of the following
> instances: (A) By becoming a debtor in bankruptcy.
> >>--
> >>
> >>Holly Roark
> >>holly@...
> >>www.roarklawoffices.com
> >>Central District of California
> >>Consumer Bankruptcy Attorney
> >>1875 Century Park East, Suite 600
> >>Los Angeles, CA 90067
> >>T (310) 553-2600
> >>F (310) 553-2601
> >>
> >>
>
>
> --
>
> Holly Roark
> holly@...
> www.roarklawoffices.com
> Central District of California
> Consumer Bankruptcy Attorney
> 1875 Century Park East, Suite 600
> Los Angeles, CA 90067
> T (310) 553-2600
> F (310) 553-2601
>
>
The post was migrated from Yahoo.
I intend to do just that if they really want to litigate the issue. I
think the partners were looking for a way to get the debtor out, insisting
that they "had to" dissociate him by law. Anyway, we will see how they
respond to the case law and if they want to duke it out. If I were the
debtor I wouldn't want to stick around with those guys.
Holly
On Tue, Nov 29, 2011 at 12:03 PM, Dennis McGoldrick wrote:
> **
>
>
> Holly:
>
> good work, but you had better take that argument to the bk judge, a state
> court judge will follow the state statute.
>
> d
>
> ------------------------------
> *From:* Holly Roark
> *To:* cdcbaa@yahoogroups.com
> *Sent:* Monday, November 28, 2011 3:46 PM
>
> *Subject:* Re: [cdcbaa] Partner dissociated for filing bankruptcy? Help,
> please.
>
>
> *Summit Investment Development v. Curran*, 69 F.3d 608 (1st Cir. 1995)
> holds that section 365(e) trumps the *ipso facto* termination provisions
> of a partnership agreement AND a state partnership statute. *See also In
> re Rittenhouse Carpet, Inc.*, 56 B.R. 131 (E.D. PA. 1985) (holding that
> section 365(e) prohibits the operation of state laws providing that the
> mere filing of a petition under the Code causes the immediate removal of a
> debtor/partner from a partnership.) *See also In re Safren*, 65 B.R.
> 566 (C.D. CA 1986) (holding that the filing of a bankruptcy petition
> [Chapter 11] does not dissolve a general partnership, notwithstanding the
> provision of California state law [UPA] being to the contrary.) I have not
> found 9th Cir. authority in support or contrary to the foregoing opinions,
> though *Fotouhi v. Mansdorf*, 427 B.R. 800 (N.D. CA 2010) assumes,
> without any analysis, that the debtor became dissociated from the
> partnership upon the filing of the bankruptcy petition "as a matter of
> law". In shepardizing *Summit*, I did find *In re Catapult*, 165 F.3d
> 747 (9th Cir. 1999) which states that an executory contract (assuming a
> partnership agreement is an executory contract) may not be assumed without
> consent of the partners when a partner files for bankruptcy, but that is a
> different issue from whether a partner "must" be dissociated due to the
> California statute referenced below. This case gives the partners the
> option of keeping the debtor as a partner. With respect to "assuming" such
> an executory contract, there is also case authority which states that such
> a contract "rides through" the bankruptcy and need not be assumed nor
> rejected, at least in a Chapter 11 case. *See **In re JZ, L.L.C*., 371
> B.R. 412 (9th Cir. BAP 2007).
>
> My research is ongoing, and I will update you.....
>
> Holly
>
> On Sat, Nov 26, 2011 at 7:05 PM, Dennis wrote:
>
> **
>
> Holly, your debtor is out.
>
> Sent from my iPhone
>
> On Nov 22, 2011, at 4:08 PM, Holly Roark wrote:
>
>
> Debtor was just informed by his partners that he was required to be
> dissociated from their Limited Liability Partnership partnership since he
> filed a personal BK. He intends to pay his business debt and wants to stay
> in the partnership, but partners insist that by law he must be
> dissociated. The below is the code they cite to. Debtor is not happy.
> Can someone offer me some perspective on the below code? Does anyone have
> case law interpreting the below? Is there anything the debtor can do to
> stay in the partnership?
>
>
> *CORPORATIONS CODE
> SECTION 16601-16603 *
> 16601. A partner is dissociated from a partnership upon the occurrence
> of any of the following events: (1) The partnership's having notice of
> the partner's express will to withdraw as a partner or on a later date
> specified by the partner. (2) An event agreed to in the partnership
> agreement as causing the partner's dissociation. (3) The partner's
> expulsion pursuant to the partnership agreement. (4) The partner's
> expulsion by the unanimous vote of the other partners if any of the
> following apply: (A) It is unlawful to carry on the partnership business
> with that partner. (B) There has been a transfer of all or substantially
> all of that partner's transferable interest in the partnership, other than
> a transfer for security purposes, or a court order charging the partner' s
> interest, that has not been foreclosed. (C) Within 90 days after the
> partnership notifies a corporate partner that it will be expelled because
> it has filed a certificate of dissolution or the equivalent, its charter
> has been revoked, or its right to conduct business has been suspended by
> the jurisdiction of its incorporation, there is no revocation of the
> certificate of dissolution or no reinstatement of its charter or its right
> to conduct business. (D) A partnership, limited partnership, or limited
> liability company that is a partner has been dissolved and its business is
> being wound up. (5) On application by the partnership or another partner,
> the partner's expulsion by judicial determination because of any of the
> following: (A) The partner engaged in wrongful conduct that adversely and
> materially affected the partnership business. (B) The partner willfully or
> persistently committed a material breach of the partnership agreement or of
> a duty owed to the partnership or the other partners under Section 16404.
> (C) The partner engaged in conduct relating to the partnership business
> that makes it not reasonably practicable to carry on the business in
> partnership with the partner. (6) The partner's act or failure to act in
> any of the following instances: (A) By becoming a debtor in bankruptcy.
> --
> Holly Roark
> holly@roarklawoffices.com
> www.roarklawoffices.com
> Central District of California
> Consumer Bankruptcy Attorney
> 1875 Century Park East, Suite 600
> Los Angeles, CA 90067
> T (310) 553-2600
> F (310) 553-2601
>
>
>
>
>
> --
> Holly Roark
> holly@roarklawoffices.com
> www.roarklawoffices.com
> Central District of California
> Consumer Bankruptcy Attorney
> 1875 Century Park East, Suite 600
> Los Angeles, CA 90067
> T (310) 553-2600
> F (310) 553-2601
>
>
>
>
>
>
Holly Roark
holly@roarklawoffices.com
www.roarklawoffices.com
Central District of California
Consumer Bankruptcy Attorney
1875 Century Park East, Suite 600
Los Angeles, CA 90067
T (310) 553-2600
F (310) 553-2601
I intend to do just that if they really want to litigate the issue. I think the partners were looking for a way to get the debtor out, insisting that they "had to" dissociate him by law. Anyway, we will see how they respond to the case law and if they want to duke it out. If I were the debtor I wouldn't want to stick around with those guys.
HollyOn Tue, Nov 29, 2011 at 12:03 PM, Dennis McGoldrick <easky1@yahoo.com> wrote:
Holly:good work, but you had better take that argument to the bk judge, a state court judge will follow the state statute.
d
From: Holly Roark <hollyroark22@gmail.com> To: cdcbaa@yahoogroups.com
Sent: Monday, November 28, 2011 3:46 PM Subject: Re: [cdcbaa] Partner
dissociated for filing bankruptcy? Help, please.
Summit Investment Development v. Curran, 69 F.3d 608 (1st Cir. 1995) holds that section 365(e) trumps the ipso facto termination provisions of a partnership agreement AND a state partnership statute.985) (holding that section 365(e) prohibits the operation of state laws providing that the mere filing of a petition under the Code causes the immediate removal of a debtor/partner from a partnership.) See also In re Safren, 65 B.R. 566 (C.D. CA 1986) (holding that the filing of a bankruptcy petition [Chapter 11] does not dissolve a general partnership, notwithstanding the provision of California state law [UPA] being to the contrary.) I have not found 9th Cir. authority in support or contrary to the foregoing opinions, though Fotouhi v. Mansdorf, 427 B.R. 800 (N.D. CA 2010) assumes, without any analysis, that the debtor
became dissociated from the partnership upon the filing of the bankruptcy petition "as a matter of law". In shepardizing Summit, I did find In re Catapult, 165 F.3d 747 (9th Cir. 1999) which states that an executory contract (assuming a partnership agreement is an executory contract) may not be assumed without consent of the partners when a partner files for bankruptcy, but that is a different issue from whether a partner "must" be dissociated due to the California statute referenced below. This case gives the partners the option of keeping the debtor as a partner. With respect to "assuming" such an executory contract, there is also case authority which states that such a contract "rides through" the bankruptcy and need not be assumed nor rejected, at least in a Chapter 11 case. See In re JZ, L.L.C., 371 B.R. 412
(9th Cir. BAP 2007).My research is ongoing, and I will update you.....Holly On Sat, Nov 26, 2011 at 7:05 PM, Dennis <easky1@yahoo.com> wrote:
Holly, your debtor is out.Sent from my iPhoneOn Nov 22, 2011, at 4:08 PM, Holly Roark <hollyroark22@gmail.com> wrote:
Debtor was just informed by his partners that he was required to be dissociated from their Limited Liability Partnershippartnership since he filed a personal BK. He intends to pay hisbusiness debtand wants to stay in the partnership, but partners insist that by law he must be dissociated. The below is the code they cite to. Debtor is not happy. Can someone offer me some perspective on the below code? Does anyone have case law interpreting the below?Is there anything the debtor can do to stay in the partnership?
CORPORATIONS CODE SECTION 16601-16603
16601. A partner is dissociated from a partnership upon the
occurrence of any of the following events:
The post was migrated from Yahoo.
*Summit Investment Development v. Curran*, 69 F.3d 608 (1st Cir. 1995)
holds that section 365(e) trumps the *ipso facto* termination provisions of
a partnership agreement AND a state partnership statute. *See also In re
Rittenhouse Carpet, Inc.*, 56 B.R. 131 (E.D. PA. 1985) (holding that
section 365(e) prohibits the operation of state laws providing that the
mere filing of a petition under the Code causes the immediate removal of a
debtor/partner from a partnership.) *See also In re Safren*, 65 B.R. 566
(C.D. CA 1986) (holding that the filing of a bankruptcy petition [Chapter
11] does not dissolve a general partnership, notwithstanding the provision
of California state law [UPA] being to the contrary.) I have not found 9th
Cir. authority in support or contrary to the foregoing opinions,
though *Fotouhi
v. Mansdorf*, 427 B.R. 800 (N.D. CA 2010) assumes, without any analysis,
that the debtor became dissociated from the partnership upon the filing of
the bankruptcy petition "as a matter of law". In shepardizing *Summit*, I
did find *In re Catapult*, 165 F.3d 747 (9th Cir. 1999) which states that
an executory contract (assuming a partnership agreement is an executory
contract) may not be assumed without consent of the partners when a partner
files for bankruptcy, but that is a different issue from whether a partner
"must" be dissociated due to the California statute referenced below. This
case gives the partners the option of keeping the debtor as a partner.
With respect to "assuming" such an executory contract, there is also case
authority which states that such a contract "rides through" the bankruptcy
and need not be assumed nor rejected, at least in a Chapter 11 case. *See *
*In re JZ, L.L.C*., 371 B.R. 412 (9th Cir. BAP 2007).
My research is ongoing, and I will update you.....
Holly
On Sat, Nov 26, 2011 at 7:05 PM, Dennis wrote:
> **
>
>
> Holly, your debtor is out.
>
> Sent from my iPhone
>
> On Nov 22, 2011, at 4:08 PM, Holly Roark wrote:
>
>
>
> Debtor was just informed by his partners that he was required to be
> dissociated from their Limited Liability Partnership partnership since he
> filed a personal BK. He intends to pay his business debt and wants to stay
> in the partnership, but partners insist that by law he must be
> dissociated. The below is the code they cite to. Debtor is not happy.
> Can someone offer me some perspective on the below code? Does anyone have
> case law interpreting the below? Is there anything the debtor can do to
> stay in the partnership?
>
>
> *CORPORATIONS CODE
> SECTION 16601-16603 *
>
> 16601. A partner is dissociated from a partnership upon the occurrence of
> any of the following events: (1) The partnership's having notice of the
> partner's express will to withdraw as a partner or on a later date
> specified by the partner. (2) An event agreed to in the partnership
> agreement as causing the partner's dissociation. (3) The partner's
> expulsion pursuant to the partnership agreement. (4) The partner's
> expulsion by the unanimous vote of the other partners if any of the
> following apply: (A) It is unlawful to carry on the partnership business
> with that partner. (B) There has been a transfer of all or substantially
> all of that partner's transferable interest in the partnership, other than
> a transfer for security purposes, or a court order charging the partner' s
> interest, that has not been foreclosed. (C) Within 90 days after the
> partnership notifies a corporate partner that it will be expelled because
> it has filed a certificate of dissolution or the equivalent, its charter
> has been revoked, or its right to conduct business has been suspended by
> the jurisdiction of its incorporation, there is no revocation of the
> certificate of dissolution or no reinstatement of its charter or its right
> to conduct business. (D) A partnership, limited partnership, or limited
> liability company that is a partner has been dissolved and its business is
> being wound up. (5) On application by the partnership or another partner,
> the partner's expulsion by judicial determination because of any of the
> following: (A) The partner engaged in wrongful conduct that adversely and
> materially affected the partnership business. (B) The partner willfully or
> persistently committed a material breach of the partnership agreement or of
> a duty owed to the partnership or the other partners under Section 16404.
> (C) The partner engaged in conduct relating to the partnership business
> that makes it not reasonably practicable to carry on the business in
> partnership with the partner. (6) The partner's act or failure to act in
> any of the following instances: (A) By becoming a debtor in bankruptcy.
> --
> Holly Roark
> holly@roarklawoffices.com
> www.roarklawoffices.com
> Central District of California
> Consumer Bankruptcy Attorney
> 1875 Century Park East, Suite 600
> Los Angeles, CA 90067
> T (310) 553-2600
> F (310) 553-2601
>
>
>
>
Holly Roark
holly@roarklawoffices.com
www.roarklawoffices.com
Central District of California
Consumer Bankruptcy Attorney
1875 Century Park East, Suite 600
Los Angeles, CA 90067
T (310) 553-2600
F (310) 553-2601
Summit Investment Development v. Curran, 69 F.3d 608 (1st Cir. 1995) holds that section 365(e) trumps the ipso facto termination provisions of a partnership agreement AND a state partnership statute. See also In re Rittenhouse Carpet, Inc., 56 B.R. 131 (E.D. PA. 1985) (holding that section 365(e) prohibits the operation of state laws providing that the mere filing of a petition under the Code causes the immediate removal of a debtor/partner from a partnership.) See also In re Safren, 65 B.R. 566 (C.D. CA 1986) (holding that the filing of a bankruptcy petition [Chapter 11] does not dissolve a general partnership, notwithstanding the provision of California state law [UPA] being to the contrary.) I have not found 9th Cir. authority in support or contrary to the foregoing opinions, though Fotouhi v. Mansdorf, 427 B.R. 800 (N.D. CA 2010) assumes, without any analysis, that the debtor became dissociated from the partnership upon the filing of the bankruptcy petition "as a matter of law". In shepardizing Summit, I did find In re Catapult, 165 F.3d 747 (9th Cir. 1999) which states that an executory contract (assuming a partnership agreement is an executory contract) may not be assumed without consent of the partners when a partner files for bankruptcy, but that is a different issue from whether a partner "must" be dissociated due to the California statute referenced below. This case gives the partners the option of keeping the debtor as a partner. With respect to "assuming" such an executory contract, there is also case authority which states that such a contract "rides through" the bankruptcy and need not be assumed nor rejected, at least in a Chapter 11 case. See In re JZ, L.L.C., 371 B.R. 412
(9th Cir. BAP 2007).My research is ongoing, and I will update you.....Holly On Sat, Nov 26, 2011 at 7:05 PM, Dennis <easky1@yahoo.com> wrote:
Holly, your debtor is out.Sent from my iPhoneOn Nov 22, 2011, at 4:08 PM, Holly Roark <hollyroark22@gmail.com> wrote:
Debtor was just informed by his partners that he was required to be dissociated from their Limited Liability Partnershippartnership since he filed a personal BK. He intends to pay hisbusiness debt must be dissociated. The below is the code they cite to. Debtor is not happy. Can someone offer me some perspective on the below code? Does anyone have case law interpreting the below?Is there anything the debtor can do to stay in the partnership?
CORPORATIONS CODE SECTION 16601-16603
16601. A partner is dissociated from a partnership upon the
occurrence of any of the following events:
The post was migrated from Yahoo.
Holly, your debtor is out.
Sent from my iPhone
On Nov 22, 2011, at 4:08 PM, Holly Roark wrote:
> Debtor was just informed by his partners that he was required to be dissociated from their Limited Liability Partnership partnership since he filed a personal BK. He intends to pay his business debt and wants to stay in the partnership, but partners insist that by law he must be dissociated. The below is the code they cite to. Debtor is not happy. Can someone offer me some perspective on the below code? Does anyone have case law interpreting the below? Is there anything the debtor can do to stay in the partnership?
>
>
> CORPORATIONS CODE
> SECTION 16601-16603
> 16601. A partner is dissociated from a partnership upon the occurrence of any of the following events: (1) The partnership's having notice of the partner's express will to withdraw as a partner or on a later date specified by the partner. (2) An event agreed to in the partnership agreement as causing the partner's dissociation. (3) The partner's expulsion pursuant to the partnership agreement. (4) The partner's expulsion by the unanimous vote of the other partners if any of the following apply: (A) It is unlawful to carry on the partnership business with that partner. (B) There has been a transfer of all or substantially all of that partner's transferable interest in the partnership, other than a transfer for security purposes, or a court order charging the partner' s interest, that has not been foreclosed. (C) Within 90 days after the partnership notifies a corporate partner that it will be expelled because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business. (D) A partnership, limited partnership, or limited liability company that is a partner has been dissolved and its business is being wound up. (5) On application by the partnership or another partner, the partner's expulsion by judicial determination because of any of the following: (A) The partner engaged in wrongful conduct that adversely and materially affected the partnership business. (B) The partner willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under Section 16404. (C) The partner engaged in conduct relating to the partnership business that makes it not reasonably practicable to carry on the business in partnership with the partner. (6) The partner's act or failure to act in any of the following instances: (A) By becoming a debtor in bankruptcy.
> --
>
> Holly Roark
> holly@roarklawoffices.com
> www.roarklawoffices.com
> Central District of California
> Consumer Bankruptcy Attorney
> 1875 Century Park East, Suite 600
> Los Angeles, CA 90067
> T (310) 553-2600
> F (310) 553-2601
>
>
>
Holly, your debtor is out. Sent from my iPhoneOn Nov 22, 2011, at 4:08 PM, Holly Roark <hollyroark22@gmail.com> wrote:
Debtor was just informed by his partners that he was required to be dissociated from their Limited Liability Partnership partnership since he filed a personal BK. He intends to pay his business debt and wants to stay in the partnership, but partners insist that by law he must be dissociated. The below is the code they cite to. Debtor is not happy. Can someone offer me some perspective on the below code? Does anyone have case law interpreting the below? Is there anything the debtor can do to stay in the partnership?
CORPORATIONS CODE SECTION 16601-16603
16601. A partner is dissociated from a partnership upon the
occurrence of any of the following events:
(1) The partnership's having notice of the partner's express will
to withdraw as a partner or on a later date specified by the partner.
(2) An event agreed to in the partnership agreement as causing the
partner's dissociation.
(3) The partner's expulsion pursuant to the partnership agreement.
(4) The partner's expulsion by the unanimous vote of the other
partners if any of the following apply:
(A) It is unlawful to carry on the partnership business with that
partner.
(B) There has been a transfer of all or substantially all of that
partner's transferable interest in the partnership, other than a
transfer for security purposes, or a court order charging the partner'
s interest, that has not been foreclosed.
(C) Within 90 days after the partnership notifies a corporate
partner that it will be expelled because it has filed a certificate
of dissolution or the equivalent, its charter has been revoked, or
its right to conduct business has been suspended by the jurisdiction
of its incorporation, there is no revocation of the certificate of
dissolution or no reinstatement of its charter or its right to
conduct business.
(D) A partnership, limited partnership, or limited liability
company that is a partner has been dissolved and its business is
being wound up.
(5) On application by the partnership or another partner, the
partner's expulsion by judicial determination because of any of the
following:
(A) The partner engaged in wrongful conduct that adversely and
materially affected the partnership business.
(B) The partner willfully or persistently committed a material
breach of the partnership agreement or of a duty owed to the
partnership or the other partners under Section 16404.
(C) The partner engaged in conduct relating to the partnership
business that makes it not reasonably practicable to carry on the
business in partnership with the partner.
(6) The partner's act or failure to act in any of the following
instances:
(A) By becoming a debtor in bankruptcy.
-- Holly Roark
The post was migrated from Yahoo.
Debtor was just informed by his partners that he was required to be
dissociated from their Limited Liability Partnership partnership since he
filed a personal BK. He intends to pay his business debt and wants to stay
in the partnership, but partners insist that by law he must be
dissociated. The below is the code they cite to. Debtor is not happy.
Can someone offer me some perspective on the below code? Does anyone have
case law interpreting the below? Is there anything the debtor can do to
stay in the partnership?
*CORPORATIONS CODE
SECTION 16601-16603 *
16601. A partner is dissociated from a partnership upon the occurrence of
any of the following events: (1) The partnership's having notice of the
partner's express will to withdraw as a partner or on a later date
specified by the partner. (2) An event agreed to in the partnership
agreement as causing the partner's dissociation. (3) The partner's
expulsion pursuant to the partnership agreement. (4) The partner's
expulsion by the unanimous vote of the other partners if any of the
following apply: (A) It is unlawful to carry on the partnership business
with that partner. (B) There has been a transfer of all or substantially
all of that partner's transferable interest in the partnership, other than
a transfer for security purposes, or a court order charging the partner' s
interest, that has not been foreclosed. (C) Within 90 days after the
partnership notifies a corporate partner that it will be expelled because
it has filed a certificate of dissolution or the equivalent, its charter
has been revoked, or its right to conduct business has been suspended by
the jurisdiction of its incorporation, there is no revocation of the
certificate of dissolution or no reinstatement of its charter or its right
to conduct business. (D) A partnership, limited partnership, or limited
liability company that is a partner has been dissolved and its business is
being wound up. (5) On application by the partnership or another partner,
the partner's expulsion by judicial determination because of any of the
following: (A) The partner engaged in wrongful conduct that adversely and
materially affected the partnership business. (B) The partner willfully or
persistently committed a material breach of the partnership agreement or of
a duty owed to the partnership or the other partners under Section 16404.
(C) The partner engaged in conduct relating to the partnership business
that makes it not reasonably practicable to carry on the business in
partnership with the partner. (6) The partner's act or failure to act in
any of the following instances: (A) By becoming a debtor in bankruptcy.
Holly Roark
holly@roarklawoffices.com
www.roarklawoffices.com
Central District of California
Consumer Bankruptcy Attorney
1875 Century Park East, Suite 600
Los Angeles, CA 90067
T (310) 553-2600
F (310) 553-2601
Debtor was just informed by his partners that he was required to be dissociated from their Limited Liability Partnershippartnership since he filed a personal BK. He intends to pay hisbusiness debtand wants to stay in the partnership, but partners insist that by law he must be dissociated. The below is the code they cite to. Debtor is not happy. Can someone offer me some perspective on the below code? Does anyone have case law interpreting the below?Is there anything the debtor can do to stay in the partnership?
CORPORATIONS CODE SECTION 16601-16603
16601. A partner is dissociated from a partnership upon the
occurrence of any of the following events:
The post was migrated from Yahoo.