On Mon, Aug 11, 2008 at 12:43, Geoffrey Spear <[EMAIL PROTECTED]> wrote: > On Mon, Aug 11, 2008 at 2:27 PM, Charles Reiss <[EMAIL PROTECTED]> wrote: >> 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. > > That sort of finding seems, to me, to be beyond the scope of an equity > case. The judgment in an equity case is limited to creating new > agreements between the members of a contract, not finding of fact. > > That said, if a partnership doesn't devolve its obligations, then yes, > it is by definition not a partnership, although this determination > should, it seems to me, be made by an Inquiry case. This in itself is > a bit of a problem, since such a finding means that the contract in > question was never a person (assuming the text of the contract didn't > change at some point causing the partnership to cease to devolve its > obligations), and thus never registered, and could require a bunch of > really obnoxious gamestate recalculation. R2145 should probably be > rewritten to be a bit more pragmatic, but I'm not sure that redefining > equity to include partnerships properly devolving obligations is the > best way to do that.
I'm not sure if it is either, but if you go the pragmatic route (which is a good idea given the extreme annoyance of finding something was never a person, which likely distorts the jurisprudence on devolving obligations in the first place), you'll either have an equity requirement or a criminal requirement or something else. The latter is tricky to find culpability for individually (especially given the typical structure of partnership contracts), which likely won't help dissolve abusive shell-company situations at all. The equity requirement seems to give a lot of power to the equity judges, but at least is reasonably likely to find an actual resolution if the right people are parties to the equation. In both cases, we need to ensure that the obligations survive any purported party-changes or termination to the partnership appropriately. (This at least needs to be powerful enough to stop trivial partnership scams like filling a Buy Ticket with your partnership, transferring the VP, and dissolving the partnership.) -woggle
