"M. Uli Kusterer" <[EMAIL PROTECTED]> wrote: >With no business purpose partners and associates are effectively prevented >>from entering into contracts in the name of the partnerhip in pursuit of its >business purpose. > >With limited business purpose there is the potential that partner A enters >into contract with third party B thus binding the partnership and all its >members. I guess this sounds like we'll *have to* say "no business purpose". As long as this can't be misinterpreted to force us not to sell anything OpenCard, even under a different name. You get around the "no business purpose" (necessary to prevent liability) by later forming other partnerships among yourselves. That is, by 'forking'. Naturally, 'spin off' associations would have a profit motivation. How you wish to do this may be a subject you wish to raise and discuss before i draw up a first draft of a partnership agreement. Really, once you open up business purposes you open up potential liability for contracts entered into by your partners. True, partners owe each other a fiduciary duty (which is a higher level of duty than 'ordinary care' - sorta like marriage, you have to watch out for your partners interests as well as your own). The liability is prevented by 'nipping' any commercial object in the bud. Again, thank you for correcting my misperceptions about MC not being involved. If i (finally?) understand properly, they let us use MC to develop some graphics for them (e.g. icons, dialogue boxes, and a tool palette) and they get to distribute the interface developed in exchange for a license for a certain number of our developers. If that is the case let me know - cause other than cheesy icons and a sort of ok tool palette, i think their gui is ok. And i actually enjoy drawing icons... and will happily start - would that be useful? ____________________________________________________________________ Get free email and a permanent address at http://www.netaddress.com/?N=1
