Your managing partner has called you into his office and tells you
that he has a confidential research matter that he needs you to
complete. He advises that the law firm operates as a general partnership
with four general partners. While there is a written agreement that
identifies the four partners and states that they “shall share all
profits and bear all expenses, equally,” the partnership agreement fails
to discuss termination of the partnership or what happens to a general
partner’s interests in the event of incapacity or death. The partners
were young, unmarried lawyers when they formed the firm and didn’t give
any thought to these issues.
This morning, one of the firm’s general partners was struck by a
bus as he was crossing the street in front of the courthouse. He is in
critical condition and may possibly be brain dead. The partner has a
Living Will and Durable Power of Attorney allowing decisions for health
care in the event of his incapacity to be made by his wife. The wife is
understandably upset and confused about what to do in this situation;
she is also concerned about what will happen to her husband’s share of
the partnership so long as he remains alive versus what happens if he
dies. She called the managing partner to ask these questions; he told
her that he would speak with the other partners and get back to her.
For this assignment, you should use the state in which you
currently reside to determine the applicable law. Your supervising
partner has requested that you draft a memo that (1) explains what
happens to this incapacitated partner’s share of the profits and losses
of the firm while he remains alive, (2) explains what happens to this
incapacitated partner’s share of the profits and losses of the firm if
he dies, and (3) makes a recommendation for how the firm should respond
to the incapacitated partner’s wife. Be sure to cite applicable statutes
and case law in the memo.
Your memo should be 3-4 pages in length. Incorporate at least 5
different law review journal articles and/or primary legal sources
(statutes, court opinions) within your work. Format citations and
references per Harvard Blue Book rules.