At 2:11 AM -0700 on 11/12/99, [EMAIL PROTECTED] wrote:
>Alain Farmer <[EMAIL PROTECTED]> wrote:
>Anthony: Would it be possible to write in that no one
>may form a contract on behalf of the partnership ...
>
>Eric: Yes, _but a third party who would be unaware of this could claim -
>justifiably - that he thought that a partner had the right to enter into a
>contract. Because 3d parties can claim 'reasonable reliance' this protection
>is more theoretical than real. Thus the restriction in flexibility is probably
>not worth the limited risk protection. But if you want, yes such a provision
>can be included. It would have the effect of forcing a unanimous vote on any
>contract entered into by the partnership - which is good for the eventual
>contract with MC, but bad if you envision other contracts for the partnership
>- .e.g. licensing the software to third parties and end users. I do not
>recommend it, but my non-recommendation of such a provision is not 'strong' -
>i.e. a good lawyer could justify either including or not including such a
>provision.
Couldn't it be worded something like this:
"No partner shall enter into a contract for the partnership without
the express consent of all partners; and if one does, he shall
indemnify the others partners from all damages, claims, and expenses
resulting from such contract.
"The partnership may enter into contracts by consent of all partners,
and may by unanimous consent set forth methods and procedures to
into into contract (e.g., software licences) by a lesser percentage
of the partners".
Does that cover our rear ends, and still let us have licences?
>
>We could for example include a provision stating that the licenses and
>contract with MC require unanimous approval. Most partnerships permit any
>partner to enter into contracts which bind the partnership because this gives
>the partnership greater flexibility.
But greater liability, too, right? While this might be fine when you have
two partners, we'll have quite a few -- maybe 10 or so. I mean, off the top
of my head, I can think of Alain, Uli, you, me, etc. A few other people who
only do coding -- we'd probably have about 7-12 to start out with. If any
of them can make a contract for the rest of us -- well, that gets scarry.
>So, members can retain their 100% interest in their creations, or they can
>place their creations into the 'pot'. The former is probably preferable, but
>again, both are justifiable.
In other words, my irrevocable licence line quoted by Alain earlier is
preferable?
