The following is from reader Dan Devaney in Honolulu:
I was not able to find any discussion on your new or old site discussing partners. The usual formulation seems to be “A is a general partner of ABC.” My favored formulation is “A is a general partner in ABC.” I’ve seen at your sites some references to the latter and to “… at ABC.”
I dislike the “partner of” approach because it could be read to mean that A and ABC are partners in a separate partnership. I think “I’m Ken’s partner” is similar to “I’m a partner of Ken,” and they mean Ken and I are partners in an unnamed partnership. If “Ken” is replaced with partnership ABC, a pedantic/literal reading would seem to be that partnership ABC and I are partners in an unnamed second partnership.
The use of “in” or “at” both seem to avoid the “of” problem I identified.
If you have thoughts on this less than burning issue, I’d very much appreciate hearing them.
This isn’t exclusively a contract-drafting issue, but I thought it interesting enough to mention. My only notions: If you say that Acme is a general partner or is a limited partner of Widgetco, the adjectives general and limited preclude confusion. And perhaps “partner at” works only for individuals at law firms and the like.
Chime in if you have any ideas.
I very rarely come across limited partnerships (which is where the concept of a general partner tends to appear), but have seen them used in investment vehicles. I think there is something to be said for using the language of the statute. In the UK, section 10 of the Limited Partnerships Act 1907 uses the following language:
Notice of any arrangement or transaction under which any person will cease to be a general partner in any firm, and will become a limited partner in that firm, or under which the share of a limited partner in a firm will be assigned to any person, shall be forthwith advertised in the Gazette, and until notice of the arrangement or transaction is so advertised the arrangement or transaction shall, for the purposes of this Act, be deemed to be of no effect.
http://www.legislation.gov.uk/ukpga/Edw7/7/24
In other words, “in” is favoured. What does US legislation on limited partnerships say?
There is a jurisdicational element to consider. In the Province of Ontario, for example, a general partnership is not a distinct legal entity separate from the individual partners who make up the partnership. On that basis, it would be awkward, if not incorrect, to say that John Doe is a partner “in” or “at”, since both uses give the impression of some “thing”, or “place” where this partnership “exists”. In this case, it would be better to say that Mr. Doe is a partner “of” the partnership (i.e., the other partners).
My question arose in connection with a third-party opinion letter.
Mark’s suggestion about the statute is a good one. Unfortunately, the Uniform Limited Partnership Act (2011) uses both terms. Ignoring irrelevant language (e.g., “the admission of a general partner in order to avoid dissolution”), based on my Google search, the Uniform Partnership Act (2001) has about twelve references to “partner in” and about eight to “partner of.” That seems to be a 60/40 split in favor of “partner in.” Because three of the references to “partner of” are contained in comments to sections, I think the split is actually a bit more like 70/30.
I suspect a review of the partnership literature would split the other way and would likely have a larger gap.
Apparently unlike Ontario law, the ULPA expressly states that a limited partnership is an entity distinct from its partners. Although this “entity” theory of the partnership is stronger than under prior law, there are still some remnants of the “aggregate” theory in ULPA.
I don’t believe use of the word “in” depends upon whether the partnership has a separate legal personality. For example, a person may be said to be a participant “in” a conspiracy. In my view Dan’s preferred usage is clearly the correct one – A is a partner “of” B and C, whereas A, B and C are each partners “in” ABC LP. Including a qualifying term such as “general” or “limited” does preclude the confusion that could arise when a person is described as a partner “of” ABC LP, but that confusion only arises in the first place because of the use of the word “of” rather than “in”.
I would usually say partner “in” a partnership and limited partner “in” a limited partnership, but general partner “of” ABC LP. This is because “general partner” is as much a description of a role as a description of a relationship. It is the same as saying the director “of” ABC Limited.
I can see that there are logical arguments against this, but “general partner of” is much more natural. Anything else tends to look fussy. One would never say that one was a “general partner of the limited partners” or similar, so there is no real scope for ambiguity.