RSM225H1 Study Guide - Unconscionability, Condition Subsequent, Estoppel

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26 Jan 2013
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Implied terms (9): profit/loss; capital contribution; management; disagreements; change in. Gpp business; admitting new partner; book/records; assigning partner"s share in the gpp; termination. Formation: 4 requirements + written agreement + name + only law or accounting; Liability: partner not liable for other partner/employee (unless the employee is under his/her supervision); llp is still liable for everything. Formation: 4 requirements + must register + at least one gp one lp. Implied terms: gp: same as gpp but three exceptions have to be agreed by all gp + lp. Lp: same + can advise management but not actually manage + assign lp. Lp: no personal liability of lp debts (lp"s name can"t appear; can"t manage the rights to others (all gp + lp agree in writing) Not valid if not set out in the articles of incorporation. *professional corporations: same as llp (liable for own professional negligence and. *professional corporations: 7 types in ontario; 4 requirements.