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The Personification of the Partnership

Posted by on Wednesday, November 24, 2021 in Articles, Volume 74, Volume 74, Number 6.

Harwell Wells | 74 Vand. L. Rev. 1835 (2021) |

What does it mean to say a business association is a legal person? The question has shadowed the law of business organizations for at least two centuries. When we say a business is a legal person we may be claiming that the law distinguishes its assets, liabilities, and obligations from those of its owners; or that it has a “real will” and personality apart from its owners; or that it in some way can carry or assert rights generally ascribed to natural persons. This Article sheds new light on these old questions by looking at an oft-overlooked business form, the partnership, and at once-fierce debates over just what the partnership is. In the decades around the turn of the twentieth century scholars and practitioners hotly debated whether the partnership was an “aggregate” or “entity” and whether the law should treat it as a separate legal person, debates which culminated in the drafting of the Uniform Partnership Act (1914). Central to these disputes was a now-forgotten facet of legal personhood: the moral consequences of treating a business association as a distinct legal person.

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Harwell Wells