On Mon, 11 Aug 2008, Charles Reiss wrote: > On Mon, Aug 11, 2008 at 12:08, Kerim Aydin <[EMAIL PROTECTED]> wrote: > >> Maybe the best way to ensure partnerships live up to obligations may >> be to allow equity to work on claims: >> >> -------------------------------------------------------------------- >> Proto: Partnership equity, power-2 >> >> Amend Rule 2145 (Partnerships) by appending the following paragraph: >> >> An Equity Case claiming that a specified partnership has failed to >> devolve a specific legal obligation onto a subset of its parties >> CAN be initiated by any Player by announcement. The case shall be >> considered to be an Equity Case governing the partnership. >> >> ---------------------------------------------------------------------- > > If the original contract envisioned not devolving the obligation well onto > the parties (quite likely, in fact), then I don't see what resolution the > equity case could reasonably provide beyond finding that it's not a > partnership, in which case the case couldn't have been initiated in the > first place.
If a contract, using its legal representatives, claims to be a partnership and registers as a player, then it is prima facie "envisioning" the devolution of responsibilities. Thus, by the language of the Equity Court, a failure of the devolution (for example, through it not being well- specified in the contract) would indeed be "non-envisioned" and the legitimate subject of an equity settlement--the only thing that needs to be added is the ability of non-parties to raise the case. The alternative is to claim a contract is "not a partnership" when it breaks, even though it may have been a partnership for a long-time. Such after-the-fact finding of non-partnership status is worse. > A better approach might be to have rule-imposed devolution on contracts > which have officially declared themselves to be partnerships (rather than > defining partnerships based on their devolution) There's no strong rules-test for partnership, as we can't (ahead of time) test whether an arbitrary contract devolves all responsibilities, that's kind of a legal halting problem. The best we can do (probably) accept a formal claim of partnership-ness as accurate and act to enforce the devolution. > (a) standing -- it needs to be something weaker than "is a party for the > purposes of the case", because the initiator should not be subject to random > obligations the contract imposes on its members or random rewards in the > equity judgment. It, however, needs to be strong enough that the initiator's > actual interest in equity is represented; and All players have an interest to enforcing the obligations of other players. I should limit this to "partnerships that are players" though. > (b) definition of equity -- "equity" for partnerships needs to be defined to > explicitly include this rule-imposed requirement on the contract. > One approach might be to imagine that such equity cases really concern an > imaginary pledge of the like > "Members of the partnership SHALL ensure that the partnership devolves its > obligations onto its parties." [Except we really need a better definition of > "devolve" here and there is a huge issue of party-changing scams.] This may be in there already, if we take the view that a claim to be a partnership means making a claim to be treated as if such a statement exists that can be defined by equity. > Doing this really needs a fix for R101 issues with equity cases -- > especially since such a pseudo-contract may not reasonably be considered an > amendment of the original partnership contract. Yes, need to see how those appeals turn out first. -Goethe
