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.