ContractsProf Blog

Editor: D. A. Jeremy Telman
Valparaiso Univ. Law School

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Saturday, August 2, 2008

Limerick of the Week: Lawlis

I didn't get to post a Limerick last week as we were driving cross country. visiting, inter alia, Devil's Tower. Img_0301_4

Cross-country trips, I have learned, leave little time for anything but sight-seeing, eating and recovering. So, I will post a Limerick today as we prepare to head back east.

Lawlis illustrates one of the limitations on Cardozo's punctilio, discussed in the previous Limerick. Lawlis was a partner in a law firm, but he hit the bottle. His partners kindly saw him through a full recovery, and then executed him via a "guillotine clause" in their partnership agreement, which permitted the termination of a partner. Under the Uniform Partnership Act, Lawlis should have been safe, but partners can trump at least parts of the punctilio through a partnership agreement. They did so in this case.

The case raises nice policy issues about what a partnership should do with a partner who becomes disabled for some reason. Students, it turns out, have very strong and divergent views about how best to treat an alcoholic partner.

Lawlis v. Knightlinger & Gray

"Where's Lawlis? I haven't seen him."
The UPA says, "Don't demean him."
"But that partners' agreement"
Is stronger than cement,
And the partners may guillotine him."

[Jeremy Telman]

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