supplement this act.” See former F.S. 620.58. See also Krauth v. First Continental Dev-
Con, Inc., 351 So.2d 1106 (Fla. 4th DCA 1977); Myrick v. Second National Bank of
Clearwater, 335 So.2d 343 (Fla. 2d DCA 1976).
5. Mutual Liability of Partners: The hallmark of the general partnership is
that “[e]ach partner is an agent of the partnership for the purpose of its business,” F.S.
620.8301(1), and each partner is liable for the debts and the wrongful acts of the
partnership, F.S. 620.8305, 620.8306, 620.8308. A partner, however, is not liable for the
preexisting debt of a copartner, Arthus Bertrand, S.A. v. Davis, 633 So.2d 62 (Fla. 3d
DCA 1994), nor is a newly admitted partner liable for any partnership obligation incurred
before his or her admission, F.S. 620.8306(2). See also F.S. 620.8306(3), added by Ch.
99-285, §9, effective June 8, 1999 (“An obligation of a partnership incurred while the
partnership is a limited liability partnership, whether arising in contract, tort, or
otherwise, is solely the obligation of the partnership”).
6. Distinction from Agency: A partnership is similar to an agency
relationship, but an agent is subject to the principal’s control at all times, while one
partner does not necessarily control any other partner. RESTATEMENT (SECOND) OF
AGENCY §§14A, B (ALI-ABA 1957). Under the RUPA, nonetheless, “[e]ach partner is
an agent of the partnership for the purpose of its business,” and an act of a partner
generally binds the partnership. F.S. 620.8301(1).
7. Imputed knowledge: Moreover, notice to or knowledge by one partner
acting in a par-ticular matter may serve as notice to the partnership. F.S. 620.8102(6); see
also In re Wildflower Landholding Associates, Ltd., 49 B.R. 246 (Bankr. M.D. Fla. 1985).
A partner’s knowledge of the underlying facts of a trans-action, however, cannot be
imputed to the partnership when the transaction involves fraud on the partnership. F.S.
620.8102(6); Grossman v. Greenberg, 619 So.2d 406 (Fla. 3d DCA 1993).
E. Joint Venture Litigation.
1. Separate Legal Relationship: Although a partnership most closely
resembles a joint venture, and both are governed by the same general rules of law, they
are separate legal relationships. The joint venture concept was unknown at common law,
and its status as a legal entity is unique to American jurisprudence. 46 AM.JUR.2d Joint
Ventures §2. A joint venture under Florida law is a voluntary relationship arising out of
the law of both express and implied contracts. Russell v. Thielen, 82 So.2d 143 (Fla.
1955); McKissick v. Bilger, 480 So.2d 211 (Fla. 1st DCA 1985); Hyman v. Regenstein,
222 F.2d 545 (5th Cir. 1955). The Florida Supreme Court has held that, in addition to the
essentials of an ordinary contract, joint venture contracts must display “(1) a community
of interest in the performance of the common purpose, (2) joint control or right of
control, (3) a joint proprietary interest in the subject matter, (4) a right to share in the
profits and (5) a duty to share in any losses which may be sustained.” Kislak v. Kreedian,
95 So.2d 510, 515 (Fla. 1957); see Sutton v. Smith, 603 So.2d 693 (Fla. 1st DCA 1992).
Proof that one venturer has exclusive control of the venture’s business affairs and
finances is inconsistent with a determination of a joint venture. Green v. Putnam, 93
So.2d 378 (Fla. 1957). The joint venture agreement must include a provision for the
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