Hi Professor and Classmates!
Well, I made it to my last class for my degree! YAY. My name is Jennifer but everyone I
know calls me Jenn. I answer to both. I will be graduating in Dec 2022 with a Bachelors in
Business Administration, which is my second degree. I am so ready for school to be completed
as I am 37 years. There is nothing like working full time, going to school full time, and taking
care of a family full time. But I DID IT! Hope everyone has a great 8 weeks!
The agreement clause concerning the White House Condominiums, is evidence that
showed there was in fact a partnership between S&J Land and Leoff. The agreement, in 2006,
stated that Leoff was entitled to 30% of all profits and losses of S&J. This would define a
partnership, under Colorado law, between the two parties. In general, a partnership implies
distribution of profits or losses as per the partner’s contribution. Both parties came together to
work on the White House project, but there was the lack of clarity on responsibilities or
obligations for each of the parties. Some facts do show that the relationship might not have been
a partnership such as the only property was the White House Condominiums and the relationship
was not clearly defined. A partnership does require the partners to contribute property or capital
of a given percentage which must not be equal. These two parties did not do that. Now, if the
court doesn’t think there is a partnership, Leoff was still taking the profits and the losses as one.
This will counter his claim that what he was receiving was a payment for services because losses
do not fall under that. By avoiding partnership responsibilities can cause trusting issues and
ethical issues between the two parties. Ethical issues and trust issues can be a bigger problem
within a partnership and will be ruined in the end.
Looking as to why a party should not attempt to avoid partnership responsibilities, using
the universalization test. The universalization test is focusing on the other, asking ourselves if
what we do, would be good for others to follow (Kubasek, 2020). If someone, as a partner, steer
clear of their responsibilities, they are affecting others as well as their selves. In the case of
Leoff v. S&J Land, the project seemed to have fallen through and Leoff filed a lien and sued for
all damages. Both parties wanted to become partners. For that reason, it seemed as though Leoff
was trying to avoid damages of a failed project. Leoff was putting all the responsibilities for the
failed project on S&J Land. This is by far ethically correct. Leoff should have help up his part
on the partnership.
Good Luck All-
Jenn
References:
Kubasek, N. K., Browne, M. N., Herron, D. J., Dhooge, L. J., & Barkacs, L. L. (2020). Dynamic
Business Law: Fifth Edition. New York: McGraw-Hill Education.
