Originally posted by no1marauderI'm sure a free America is history as far as you are concerned.
None of the above. Just giving you a desperately needed history lesson.
Perhaps things are even more sad than that, perhaps one has never existed in your point of view. That's probably the case.
Originally posted by no1marauderYou just realized that dealing with someone that totally disagrees with your belief system is a waste of time? Wow and congratulations on your growth in understanding the nature of reality.
I'm not wasting any more time responding to such moronic platitudes.
05 Jul 14
Originally posted by EladarNo, I've realized that you are too dogmatically stupid to have the slightest clue what my "belief system" is and too lazy to do anything but voice some code words you heard on Fox News or some other intellectual wasteland.
You just realized that dealing with someone that totally disagrees with your belief system is a waste of time? Wow and congratulations on your growth in understanding the nature of reality.
05 Jul 14
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Originally posted by no1marauderBoth Libs R' Us and Hobby Lobby, if it is not incorporated, are general partnerships. I gave you enough information to answer the question. You just do not know the law.
GFY. You've given no information to make it possible for anyone to answer the question.
In order to form a general partnership, two or more people or entities must intend to carry on a business for profit as co-owners. A partnership is a legal entity that is distinct from its partners. Importantly, partnerships may be formed without government approval. You do not have to kiss the emperor's ring in order to form a partnership.
Partnerships are the default business association. This is important to know when incorporating because partners are personally liable for the partnership's obligations, while shareholders of corporations are not personally liable. Therefore, people who wish to incorporate must make sure that they comply with the formalities of incorporation in order to avoid being deemed a partnership.
It is surprising that someone who has "filed the paperwork for hundreds of incorporations and operated [his] own business for decades" does not know these basic principles.
05 Jul 14
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Originally posted by MoneyManMikeFirst, Hobby Lobby was created by a single person. There is no indication that it was ever intended to be ran as a partnership. Partnerships are equally owned unless the partnership agreement says differently. That is completely different even from a closely held corporation in which each owner holds a specific percentage of overall stock.
Both Libs R' Us and Hobby Lobby, if it is not incorporated, are general partnerships. I gave you enough information to answer the question. You just do not know the law.
In order to form a general partnership, two or more people or entities must intend to carry on a business for profit as co-owners. A partnership is a legal entity that is distinct ...[text shortened]... ncorporations and operated [his] own business for decades" does not know these basic principles.
Second, Libs r' US could be a number of quite different legal entities. You gave no specific information which it was and didn't say there was a partnership agreement (with unequal capital contributions that would be most unusual and unwise).
Third, I hate to tell you but:
To form a partnership, you must register your business with your state, a process generally done through your Secretary of State’s office.
You’ll also need to establish your business name. For partnerships, your legal name is the name given in your partnership agreement or the last names of the partners. If you choose to operate under a name different than the officially registered name, you will most likely have to file a fictitious name (also known as an assumed name, trade name, or DBA name, short for "doing business as"😉.
Once your business is registered, you must obtain business licenses and permits. Regulations vary by industry, state and locality. Use our Licensing & Permits tool to find a listing of federal, state and local permits, licenses and registrations you'll need to run a business.
If you are hiring employees, read more about federal and state regulations for employers.
http://www.sba.gov/content/partnership
So there's still quite a bit of "kissing the emperor's ring" involved.
I suggest you retake Business Law 101 (if you ever took it in the first place) before shooting your mouth off in the future.
EDIT: In my bailiwick:
In New York State, the formation of a general partnership requires the filing of an Assumed Name Certificate (following an agreement of the partners) with the clerk of the county or counties in which business is conducted.
http://nysstlc.syr.edu/Law_Resources/Law_Library/Business/GeneralLimitedPartnerships/partnerships.aspx
05 Jul 14
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From p. 13 of the SCOTUS decision:
Forty-five years ago, David Green started an arts-and-crafts store that has grown into a nationwide chain called Hobby Lobby.
So absent any type of partnership agreement, Hobby Lobby would be a sole proprietorship.
In the Libs r' Us hypothetical, the business could also be a sole proprietorship; you failed to mention any partnership agreement and merely said that two people wanted to start a business with each putting in a certain amount of capital. Absent more information, it is impossible to tell what type of legal entity that created. For example, A might have put up $10,000 as a loan with the understanding that B would operate the business as a sole proprietor with A being involved in some way perhaps as a part-time employee. Or other plausible arrangements that fit the fact pattern you gave could be thought of.
EDIT: Here's your post from p. 4:
A and B decided to open a business: Libs R' Us. A contributed $10,000. B contributed $20,000. Because A and B did not want their customers to think that they were part of the 1%, they decided not to incorporate. A and B did not learn how to run a business in liberal arts school. So after a couple months, Libs R' Us went out of business. Libs R' Us's liabilities exceed its assets.
Originally posted by no1marauderFirst, Hobby Lobby was created by a single person. There is no indication that it was ever intended to be ran as a partnership.
First, Hobby Lobby was created by a single person. There is no indication that it was ever intended to be ran as a partnership. Partnerships are equally owned unless the partnership agreement says differently. That is completely different even from a closely held corporation in which each owner holds a specific percentage of overall stock.
...[text shortened]... /nysstlc.syr.edu/Law_Resources/Law_Library/Business/GeneralLimitedPartnerships/partnerships.aspx
First, you do not need to have a specific intent to create a partnership. All you need is an intent by two or more people to run a for-profit business as co-owners. Moreover, you do not need to file anything with the state in order to form a partnership. This is true in New York too:
http://public.leginfo.state.ny.us/LAWSSEAF.cgi?QUERYTYPE=LAWS+&QUERYDATA=$$PTR10$$@TXPTR010+&LIST=LAW+&BROWSER=BROWSER+&TOKEN=22759675+&TARGET=VIEW
http://public.leginfo.state.ny.us/LAWSSEAF.cgi?QUERYTYPE=LAWS+&QUERYDATA=$$PTR11$$@TXPTR011+&LIST=LAW+&BROWSER=BROWSER+&TOKEN=22759675+&TARGET=VIEW
Second, even if Hobby Lobby was created by a single person, it transformed into a partnership when two or more people decided to run Hobby Lobby as co-owners.
Second, Libs r' US could be a number of quite different legal entities. You gave no specific information which it was and didn't say there was a partnership agreement (with unequal capital contributions that would be most unusual and unwise).
The facts were clear that A and B ran Libs R' Us as co-owners. Moreover, the facts were clear that A and B did not file anything with the state because they did not want their customers to think that they were part of the 1%. Libs R' Us could only be considered a partnership.
Third, I hate to tell you but:
To form a partnership, you must register your business with your state, a process generally done through your Secretary of State’s office.
That is false. Failure to register does not impact formation. And registration was never required at common law nor is it required in most jurisdictions today.
http://en.wikipedia.org/wiki/Uniform_Partnership_Act
05 Jul 14
Originally posted by no1marauder
From p. 13 of the SCOTUS decision:
Forty-five years ago, David Green started an arts-and-crafts store that has grown into a nationwide chain called Hobby Lobby.
So absent any type of partnership agreement, Hobby Lobby would be a sole proprietorship.
In the Libs r' Us hypothetical, the business cou ...[text shortened]... er a couple months, Libs R' Us went out of business. Libs R' Us's liabilities exceed its assets.
David and Barbara Green and their three children are Christians who own and operate two family businesses.
That sentence is all you need in order to conclude that Hobby Lobby is a partnership under my hypothetical. A sole proprietorship can transform into a partnership if the business later acquires more than one owner.
----------------------------------
As to the Libs R' Us hypothetical, you are grossly straining the facts. A and B decided to open a business indicates that they intended to run a for-profit business as co-owners. A and B did not learn how to run a business in liberal arts school indicates that they did in fact run a for-profit business as co-owners. Thus, Libs R' Us is a partnership.
A and B's monetary contributions to Libs R' Us was placed in the fact pattern in order to see if you could calculate A and B's respective liabilities.
05 Jul 14
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Originally posted by MoneyManMikeLMAO! Stop embarrassing yourself.
[b]First, Hobby Lobby was created by a single person. There is no indication that it was ever intended to be ran as a partnership.
First, you do not need to have a specific intent to create a partnership. All you need is an intent by two or more people to run a for-profit business as co-owners. Moreover, you do not need to file anything with th ...[text shortened]... or is it required in most jurisdictions.
http://en.wikipedia.org/wiki/Uniform_Partnership_Act[/b]
If Hobby Lobby wasn't a corporation what would it be? That depends on facts that are not known because it was never anything but a corporation. I find it very hard to believe it would be considered a partnership absent a partnership agreement; how, for example, would profits be distributed?
You have deliberately tried to alter your Lib R'US hypo by adding facts that were not mentioned initially. The initial scenario did not invalidate the possibility I mentioned and there is also the distribution of profits problem i.e. how were profits supposed to be divided?
And you are simply wrong about NY law as the link I stated showed.
As I surmised, this was all about trying to "prove" something that had no bearing on the actual case. Hopefully your dismal failure to do so will discourage such game playing in the future.
EDIT: Rather than your simplistic assumptions the test as to whether a partnership exists relies on a variety of factors:
To determine whether a partnership exists courts look at: (1) intention of the parties, (2) sharing of profits and losses (3) joint administration and control of business operation, (4) capital investment by each partner, and (5) common ownership of property.
http://www.law.cornell.edu/wex/partnership
So more information would be necessary to make the determination you so blithely insist on.
05 Jul 14
Originally posted by MoneyManMikeThis is a waste of time, but what do you suppose A and B's "respective liabilities" to be?David and Barbara Green and their three children are Christians who own and operate two family businesses.
That sentence is all you need in order to conclude that Hobby Lobby is a partnership under my hypothetical. A sole proprietorship can transform into a partnership if the business later acquires more than one owner.
----------- ...[text shortened]... ced in the fact pattern in order to see if you could calculate A and B's respective liabilities.
05 Jul 14
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Originally posted by no1marauderIf Hobby Lobby wasn't a corporation what would it be? That depends on facts that are not known because it was never anything but a corporation. I find it very hard to believe it would be considered a partnership absent a partnership agreement; how, for example, would profits be distributed?
LMAO! Stop embarrassing yourself.
If Hobby Lobby wasn't a corporation what would it be? That depends on facts that are not known because it was never anything but a corporation. I find it very hard to believe it would be considered a partnership absent a partnership agreement; how, for example, would profits be distributed?
...[text shortened]... al case. Hopefully your dismal failure to do so will discourage such game playing in the future.
You do not need a formal "partnership agreement." You merely need "an association of two or more persons to carry on as co-owners a business for profit" NY Partnership Statute § 10. The agreement to be co-owners can in writing, oral, or implied through conduct (e.g. accepting profits).
Partners are entitled to an equal share of the profits, unless there is an agreement to the contrary.
You have deliberately tried to alter your Lib R'US hypo by adding facts that were not mentioned initially. The initial scenario did not invalidate the possibility I mentioned and there is also the distribution of profits problem i.e. how were profits supposed to be divided?
I did not alter the Libs R' Us hypo facts. In fact, in my last post where I analyzed the hypo, I copied and pasted the dispositive facts directly from the fact pattern. Because the hypo makes clear that A and B ran the business together, they are partners rather than lenders.
And you are simply wrong about NY law as the link I stated showed.
Your link is inconsistent with NY's partnership statute. When there is an inconsistency between a statute and a third-party website, the statute controls. Obviously...
As I surmised, this was all about trying to "prove" something that had no bearing on the actual case. Hopefully your dismal failure to do so will discourage such game playing in the future.
Marauder from other thread:
"Is the State required to allow corporations? Did they exist in the Natural State? What would the Framers have made of the argument that corporations have the same rights as individuals?"
"Could the State of New York abolish corporations tomorrow if it so chose?"
"Does one have a Constitutional right to form a corporation?"
"Does someone have a Constitutional right to form a corporation? Or are corporations merely allowed under State laws and subject to the conditions that the States wish to impose on these artificial entities?"
"A little history; at the time of the adoption of the Constitution not a single State had a general incorporation law i.e. any corporation had to be formed by a separate legislative act which the legislature was free to adopt or withhold at their pleasure.http://en.wikipedia.org/wiki/General_incorporation_law"
"Not a single State recognized such a "right" when the Constitution was adopted. It is a bizarre assertion that an artificially created entity has the same "rights" as a person. The Framers would have found such a claim nonsensical.
There is nothing "bizarre" in saying that a corporation's charter defines its powers and "rights"; that is basic corporate law. Whether a State allows any assertions in the charter to have force of law is up to the State's corporation law."
http://www.redhotpawn.com/board/showthread.php?threadid=157262&page=&page=2
I brought up partnerships for two reasons.
First, partnerships are artificial legal entities that existed at common law. This undermines your argument that people did not have a "right" to form an artificial legal entity prior to the promulgation of modern corporate law.
Second, your lack of knowledge of partnership law undermines your credibility generally. It certainly raises a doubt that you "have filed the paperwork for hundreds of incorporations and operated your own business for decades."