============================== CFJ 2042 ==============================
If a partnership dissolves after having incurred obligations from
another contract, the former members may be required by an equity
settlement involving the second contract to be a parties to the
Called by G.: 24 Jun 2008 21:32:17 GMT
Assigned to Quazie: 26 Jun 2008 03:23:49 GMT
Judged TRUE by Quazie: 02 Jul 2008 17:48:03 GMT
R2145 requires that partnerships devolve responsibilities to its
members. Since it is required by Rule, this devolution must be
construed even if the partnership agreement does not specify it
(although if the partnership does specify, an equity court should
give deference to the specification as long as doing so maintains
To prevent R2145 from being meaningless in construing devolution,
"fair equity" should be interpreted so that this devolution allows
contract obligations to be pursued down to a partnerships' members,
regardless of "membership games" that might be played. Note that
the statements are phrased negatively in terms of "obligations", but
a TRUE judgement on these statements (which I am arguing for) would
also imply that former members might also pursue benefits (e.g.
collect on things they are owed even beyond the lifetime of the
partnership) as well.
Rule 2145/4 (Power=2)
A binding agreement governed by the rules which devolves its
legal obligations onto a subset of its parties, numbering at
least two, collectively, is a partnership. The members of a
partnership are those parties onto whom the partnership's legal
obligations are collectively devolved. A partnership's identity
and partnershiphood are not disrupted by changes to its
membership provided that it continues to meet the definition of
A partnership's basis is the set consisting of the union of the
the bases of each of its members. Where circularity occurs in
this definition, it is resolved by using the minimum basis sets
that provide consistency.
A partnership that is a public contract and whose basis contains
at least two persons is a person.
Judge Quazie's Arguments:
The obligation has been devolved onto its members or
it wouldn't be a partnership. As this is the case, as long as the
former members still exist as players, they themselves have incurred
these obligations. Whether or not the partnership still exists, those
former members who are still players are still under the obligation.
I find this CFJ to be TRUE.
I also note that this is a very similar situation to when a player
deregisters while still under obligation. By this judgement said
player is still obliged to fulfil their obligation, but they
potentially have limited means to do so as a non player. The main
difference here is that though the Player of the partnerhsip no longer
exists, the essence of the partnership still exists (that is its
basis, or feet if Murphy's latest proposal passes).